Black Clouds
by Ander Arias
Summary: Mirta, accompanied by Flora, goes to Cloud Tower to have a talk with Lucy, but they soon realize that something terrible happened, since the school is completely in ruins and empty, and, worst of all, they are trapped inside. Will they be able to survive?
1. Chapter 1

Disclaimer: I don't own Winx Club

Thanks to Darev for betareading this story.

Author's note: This story is set a year after "Secret of the Lost Kingdom", however, I'm going to skip season 4, so don't expect to see Roxy, the Believix, etc...On another note, this story follows the RAI version. Okay, let's start...

**Chapter 1**

It was the end of the journey. Mirta, despite not earning her enchantix, had successfully passed the final exams, and she was about to graduate from Alfea. Unable to hold her emotions in any longer, Mirta felt her eyes begin to tear as she attended the graduation ceremony. While Faragonda delivered a speech about the role of the fairies in the world, and more specifically, the role of the graduates, she took a look at he crowd .

She saw her parents, in the first row, smiling at her. She smiled back and waved them timidly. They weren't too pleased with her when Mirta told them that she didn't want to be a witch anymore, but a fairy instead. However, they grew to accept her decision over time. She also saw six familiar and friendly faces: the Winx Club, her first friends among the fairies. All of them were watching the ceremony expectantly, looking at Mirta.

However, there was somebody who wasn't there. A very important person, that, with her mere presence, would make the graduation ceremony much more meaningful than what it already was.

Lucy wasn't there.

Lucy graduated from Cloud Tower the last year, but instead of going back to her homeworld to look for some job, asked for an internship at the school, which Griffin granted to her with pleasure since any help was appreciated.

During Mirta's last year, she tried to stay in contact with Lucy as much as possible. Her new job didn't leave her too much free time, but they usually met on weekends to have some a drink and talk a bit.

However, for some unknown reason, from the last couple of weeks onwards, she lost contact with Lucy. She didn't answer her phone calls nor replied her text messages. It's like she didn't want to see her again. No matter how many times Mirta thought about it, she couldn't understand why Lucy was acting this way. She also tried to remember if she did or said anything that would spark such a reaction. If it wasn't for the final exams and the upcoming graduation ceremony, she would go to Cloud Tower to ask her what was going on.

…

Mirta was in her room, lying on her bed, looking at the roof, when somebody knocked the door.

"Come in", said Mirta.

The door opened, and Flora walked in.

"Oh, hi, Flora," said Mirta, with a bit of apathy.

"Mirta, what are you doing here?" asked Flora, surprised to see Mirta locked in her room. "You should be in the party. We wondered where you were."

"I'm...not in the mood for a party" said Mirta as she turned around. "Don't worry about me. Enjoy the party."

Flora frowned, and sat on her bed.

"Mirta, is there something wrong?" asked Flora. "It's the day of your graduation, when you finally become a full fairy, and you're acting like you're at a funeral. Come on, tell me what's wrong."

Mirta turned around again, and sat up.

"It's Lucy," said Mirta. "She didn't come."

"Oh..." said Flora in realization. "Did something happen between you two?"

"That what's bugging me," said Mirta. "I don't even know."

"Huh?"

"I've been unable to talk with Lucy in the last ten days," said Mirta. "I phoned her, and sent her several text messages, but got no reply." Mirta sighed deeply. "Do you think that something happened?"

"Well, maybe you should meet her and ask her directly," said Flora.

"I've thought that too, but I couldn't," replied Mirta. "You know, exams and stuff."

"Then it's a good thing you don't have exams anymore, right?" asked Flora with a smile.

"What do you mean?" asked Mirta. "Are you saying I should go talk with Lucy right now?"

"I don't see why not," said Flora with a shrug.

"It's obvious that I don't have anything better to do," said Mirta. "Alright, you convinced me, I'm going to Cloud Tower to find Lucy! "

"That's the spirit!" said Flora cheerful. "Just wait a minute, I'm going to tell rest of the girls that we're going to Cloud Tower."

"We?" asked Mirta. "You're coming too?"

"Of course," said Flora. "Cloud Tower is no place to be alone. Besides, I'm sure that all this is just a big misunderstanding, but in case I'm wrong I want to be there for you."

Flora then stood up and went to the door.

"Flora," Mirta began.

"Yes?" asked Flora as she turned back.

"...thanks," said Mirta, more upbeat.

"It's alright," said Flora with a smile.

…

Some minutes later, after Flora told Bloom and the others about their trip to Cloud Tower, Mirta and Flora were on their way to the school of witches. It actually takes an hour and a half walking, but since they decided to go flying, the trip would last less than half an hour.

Mirta was getting more and more flustered as they flied, and Flora was trying to calm Mirta down saying thing like that Lucy lost her cell phone. However, it didn't worked.

"Here we are, " said Mirta as she and Flora landed.

Flora will never ceased to be amazed at how drastically different the landscape was around Cloud Tower.

Cloud Tower's surroundings resembled a wasteland. There was no sun and sky was blotted out with storm clouds. At first, Mirta regretted leaving Alfea for such an inhospitable place (for fairies, anyway), but then she remembered why she was here. She was here to find a friend. Her best friend.

"Okay, let's go in, " said Flora.

As they walked towards the main door, they both began to feel uneasy.

Mirta knocked on the door several times, and the noise of the knocks echoes throughout the huge building. Nobody came to greet them.

"There's something wrong," said Mirta suspiciously.

"What do you mean?" asked Flora.

"Cloudtower has a magic energy field that detects all the people, and even animals, that come close to it," said Mirta. "And it sends Griffin and some of the teachers an image of the possible visitor or intruder. They should know that we're here"

"Maybe they don't want to let us in," wondered Flora.

"In that case, we should see a magical projection of Griffin or any of the teachers telling us to go away," said Mirta.

Flora was about to reply, but the main door was suddenly opened with a screech.

"Well, it seems that they will allow us to enter," said Flora. "Shall we go in?"

"That's why we're here," said Mirta, as they both entered in the school. After they entered, the door closed with a slam.

Once in, they were greeted with a shocking sight.

"I know that witches like gloomy places," said Flora, uneasy. "But it isn't this a bit much even for a witch?"

Cloud Tower could be easily described as dark and gloomy, but nothing compared to what they saw before their eyes. The hall was in complete ruins. The walls, now cracked were covered in rust and damp, there were numerous spiderwebs. Puddles formed from the roof's leakings, and lots of broken objects and furniture were scattered around.

"What happened here?" asked Mirta in shock.

"It seems like this place has been abandoned for years..." said Flora as she looked around.

"Hello?" shouted Mirta,but all what she could hear was the echo of her voice. "Where's everybody?"

"I don't know," said Flora. "And I don't like this. I can feel that there's something horribly wrong with this place"

"I can feel it too," said Mirta, worried. Mirta began to guess why Lucy didn't reply to her messages. Suddenly, the idea of Lucy not wanting to see her again wasn't so bad, since it was better than what she was thinking.

"Mirta," said Flora. "We should leave. Let's go back to Alfea and tell Faragonda what happened here."

"Yes, that's the best idea" said Mirta. She wanted to know what happened here, and if Lucy was okay, but couldn't help but agree with Flora's suggestion. However, when Mirta tried to open the door, it didn't move a bit.

"Mirta, what are you doing?" asked Flora.

"The door! I can't open it!" said Mirta while struggling with the door.

"Let me help you" said Flora. The tried to open the door together, but the results were the same.

After several minutes, they gave up.

"How about if we try to blast it with our magic?" suggested Flora. She wasn't one for blowing things up, but there wasn't any choice.

"It would be useless," said Mirta. "Cloudtower's doors and walls are protected by a powerful shield."

"Then what...?" asked Flora, but her question was interrupted.

Suddenly, Mirta's cell rang. She looked at the screen. It said _You have a new text message_.

Mirta opened the message box, and read the new message. Her already pale face paled even more.

_Sorry, but I can't let you leave_


	2. Chapter 2

**Chapter 2**

To say that Mirta and Flora were shocked after reading the message was an understatement. They spent several minutes in absolute silence. Flora finally opened her mouth.

"Ca...can you see who sent you the message?" asked Flora. People often said that Flora was very cool headed, able to keep calm in the worst situations, but this was too much even for her.

Mirta checked the sender.

"Unknown number," said Mirta.

After forcing herself to calm down, Flora came up with another idea.

"Call to Alfea, and tell Faragonda to send somebody here," said Flora.

"Good idea," praised Mirta, as she dialed Faragonda's office number. "Wait, you don't have a cell phone?"

"I'm not too fond of those things," said Flora.

Mirta simply nodded, and waited for somebody to answer. But all what she could heard was a recording that said that her phone had no network coverage.

"This is absurd!" said Mirta in frustration. "I just received a message! How can I be out of coverage?"

"Mirta, calm down," said Flora, coming close to her. "It looks like we're trapped."

"Okay," said Mirta, breathing deeply. "What are we going to do?"

"The most obvious thing would be to find food and a safe place to rest" said Flora. "We don't know how many time we will stay here"

Mirta couldn't help but shiver at Flora's statement.

"Don't worry Mirta," said Flora. "We won't be here for much longer. Bloom and the others know where we are. They'll come rescue us before long. In the meantime, let's see if we can find anyone else here, like Griffin, or Lucy. "

Lucy. For a brief moment, she totally forgot about her.

"Alright," agreed Mirta. "And, since we're going to stay here for some time, maybe we could find what happened here."

Mirta's phone rang again. It was another text message.

_Go to the upper terrace roof_

"The terraces, of course!" said Mirta in realization. "We can also escape from there flying."

"That's right," said Flora, upbeat. "Maybe we don't have to wait to be rescued."

Both Mirta and Flora smiled at each other. However, Flora quickly frowned.

"Wait, why the upper terrace?" asked Flora. "I thought there were more terraces"

"And there are," said Mirta. "We're not going to go to the upper terrace. Come on, follow me, there's one in the first floor"

Mirta's phone rang again. Another message.

_Don't try to escape. You can't. Your only hope of surviving lies in the upper terrace._

Mirta typed a reply saying that they weren't going to do that, but when she sent the text message, an error window popped in the cell's screen saying that the message couldn't be send.

"What's going on here?" asked Mirta as he looked around. "Who's sending this messages?"

Another message.

_Please, trust me, I'm trying to help. you Do what I say, and everything will be fine_

"I don't like this," said Mirta.

"Me either," said Flora. "Should we go?"

"What if it's a trap?" asked Mirta, suspicious.

"This place is a giant trap," replied Flora. "If whoever who is behind this wants to ambush us, there are better places to do it rather than a terrace."

"I guess you're right," admitted Mirta.

"Well, you know this place better than me," Flora just appointed Mirta as the guide.

"Okay, let me find my way," said Mirta, looking around, trying to remember which door to take.

There were three doors in the main hall. Two of them led to the stairs to the upper floors, and the remaining one to the crypt and dungeons. However, one of the stairs led to the dinning hall, in the second floor, and the other one led to the laboratories, in the third floor.

Minutes later, they arrived at one of the laboratories, where the witches practiced with potions, poisons, and other stuff. The laboratory had the same decayed appearance as the rest of the building: cracked walls, puddles everywhere, books, broken glasses and test tubes in the floor...

Suddenly, Mirta gasped.

"Flora, do you...?"

"Yes, I feel it too," said Flora, a bit worried.

Suddenly, the entire lab disappeared, leaving nothing but darkness. The darkness began to dispel little by little, revealing the inside of a cave.

Inside that cave, a lonely woman walked by, her steps echoing through the whole instance. She had long, purple hair, had green skin, and wore a long, brown robe. She also wore glasses, and sported a smile that irradiated self confidence.

Flora broke the silence.

"Is that...Griffin?" asked Flora, stunned.

"I'd say yes," said Mirta. "What's going on?"

"I don't know," said Flora. "But it seems that we're seeing a snippet of Griffin's past"

The young Griffin finally arrived at a bigger cavity, illuminated by a circle of torches. In the middle of the circle, there was a man. He had long brown hair, and wore a dark red longcoat over a purple vest and a white shirt, purple pants and black boots. The man turned around to reveal that it was no other than Baltor.

"_Ah, Griffin, my dear," said Baltor, excited. "It's a pleasure to finally meet you"_

"_Are you...Baltor?" asked Griffin shyly._

"_Yes, yes I am," replied Baltor, who wouldn't stop smiling. "I see that my name isn't unknown to you."_

"_How could it be?" asked Griffin "You're a legend among the witches and warlocks."_

_Baltor smirked at Griffin's praise._

"_Soon you will be a legend too, my young witch," replied Baltor as she took Griffin's hand. Griffin was really excited._

"_I want to start my service immediately," said Griffin with enthusiasm . "What will be my first task?"_

_But Baltor just laughed._

"_Patience, my dear," laughed Baltor. "I can see in your eyes that you long to become the most powerful witch who ever existed."_

"_Yes," replied Griffin. "Just like you, Baltor. I want to be powerful."_

"_Ah, yes," said Baltor. "The life of a follower of the darkness is a quest for power. And you're no exception."_

_Baltor made a pause._

"_You have will and potential," said Baltor. "My duty will be to test said attributes, and see if you'll make a good member of the coven."_

_Griffin was a bit unsure._

"_But don't worry. If half of the things I heard about you are true, you'll not only be part of this group, but become one of its top rank members, like me" said Baltor. "Besides, the anicent witches seem to be interested in you."_

_Griffin couldn't believe what she just heard._

"_The...the ancient witches?" stammered Griffin. "They know about me?"_

"_Of course they do," said Baltor. "They know about everybody who wants to join us."_

"_When I'm going to meet them?" bloated Griffin._

"_Don't worry,my dear," said Baltor. "Everything will come in the right time."_

The next second, Mirta and Flora were back in the ruined laboratory, wondered what just happened.


	3. Chapter 3

**Chapter 3**

Standing in the middle of the wrecked laboratory, Flora and Mirta still wondered about what they just have seen.

"Wha...what was that?" asked Mirta, confused.

"I already told you," said Flora. "I think it was Griffin's past. Remember that she was a close friend of Baltor."

"I know that. What I mean it's why did we see it," clarified Mirta.

"I don't know," said Flora with a shrug. "But I'm sure that hat has something to do with what happened here. Let's keep moving."

Mirta nodded as they both left the laboratories and entered in another hall.

"Wait, I remember this," said Flora. "We're near the bedrooms, right?"

"Yes," replied Mirta. "That door leads to the bedrooms, but there are more in the upper floors."

"When Baltor attacked Cloud Tower, he stored his mind controlled witches in their rooms so they could restore energy," commented Flora. "We should take a look, maybe we find somebody there."

"I hope you're right," said Mirta.

Flora then began to shiver.

"Is it just me or is it a bit cold in here?" asked Flora while rubbing herself.

"No, you're right," said Mirta, suspicious. "Suddenly it's colder."

Suddenly, Flora fell flat on her face, letting a small shout of pain. Mirta quickly turned back to see what happened, and saw that some invisible force was pulling Flora away.

"Flora!" screamed Mirta as she rushed to her. "Grab my hand!"

Flora did so, but Mirta wasn't as strong as whatever was trying to take Flora away. Flora instinctively kicked her attacker, but all what she did was kick the air.

"Flora, I can't hold you much longer!" said Mirta in desperation. Flora didn't reply. Suddenly, Mirta knew what was going on, although it was a bit hard to believe.

Mirta raised her hand, trying to hold Flora with her other hand. She had to be fast. Her raised hand began to glow purple.

"Come out of the shades, creature of nightmare, and let mortal eyes witness your shape!" shouted Mirta.

Mirta's spell worked immediately, since both she and Flora could see a ghostly creature grabbing Flora by one of her ankles. The spectral being was translucent, with two long arms and a ghost tail. His face was just two small, glowing eyes that looked menacing at them.

Now that her foe was visible, Flora didn't think twice.

"Wrath of Nature!" shouted Flora as she cast a green energy beam that blasted the ghost, who let out an horrid scream, and released her. Mirta helped her to stand up.

The ghost didn't seem to give up, and advanced towards the two fairies again, with his arms raised. However, Flora wouldn't let that creep to touch her again, and blasted the ghost repeatedly until it vanished. Flora was gasping. Mirta looked at her, worried.

"Are you okay?" asked Mirta.

"Yes," said Flora, a bit unsure. "When that...thing touched me, I suddenly felt a cold surge coursing my body. It was so..."

"Unpleasant," said Mirta, finishing her sentence. Although the term she used was an understatement.

"What was that?" asked Flora, shivering a bit.

"It was a wraith. A kind of ghost," explained Mirta.

"A ghost?" asked Flora.

Mirta nodded.

"Whoever did this, is skilled in necromancy," deduced Mirta.

"Necromancy?" asked Flora in shock. "But...I though it was forbidden in every world!"

"That doesn't mean that there aren't people who practice it," said Mirta. "Although many schools of magic are forbidden due to its dangerous nature, that doesn't stop them from being used."

Flora was horrified the first time he heard about necromancy. She was shocked, to say the least, when she knew that there were people who played with life and death so lightly.

Mirta was about to say something, but she suddenly fell flat on her face, like Flora did before, and was dragged away by an invisible being. Flora reacted instantly and blasted another energy beam near Mirta. Although she was shooting blindly, her attack hit the target.

A loud scream could be heard, and another wraith appeared next to Mirta. Mirta moved away in a bump. She was ready to attack, but she suddenly had a bad feeling. Instead, she raised her hand, and cast again the revelation spell.

Mirta and Flora froze in shock when they saw half a dozen of wraiths surrounding them. They knew what it was time for.

"Enchantix!" shouted Flora.

"Magic Winx!" shouted Mirta.

Once they transformed into their fairy forms, they were ready for battle. Three wraiths rushed towards Flora, but she wouln't give up without a fight.

"Nature Symphony!" shouted Flora.

The three wraiths were trapped in a powerful tornado. The fairy of nature was about to cast a spell to finish them off, but she was attacked from behind by another one. Flora rose in the air, to put some distance bewteen r enemies and had a better perspective of the battle.

Menawhile, Mirta was struggling with the remaining wraiths as her powers and skill let her.

"Crimson lightning!" shouted Mirta before casting a beam of red light. The attack damaged the ghost and pushed it back, but there were still other two enemies to face.

Mirta always knew that her powers came from human emotions, both hers and others', and was able to project illusions, such as monsters when she was angry, or colorful birds and butterflies when she was happy. But over the last years, she learned to expand her powers beyond casting illusions. She could cast destructive beams of energy when she was angry, revelation and foreshadowing spells when she was focused and cloaking spells when she was afraid.

After taking down (temporary) another wraith, she found herself facing a single opponent. She tried to blast it again, but the ghost dodged the attack. The wraith then said something in an unknown tongue, and shoot a frost missile. Mirta shielded herself with her arms, but received the attack with full force.

She stood up, and removed the frost from herself. Seeing that the wraith was still coming to her, and the other two were recovered, she joined Flora in the air. Of course, being there wouldn't save her from the ghostly creatures.

"My god, these things are invincible!" said Mirta.

"My powers don't work well here," lamented Flora. "And there isn't any ground to summon my plants."

The wraiths flied towards the fairies, who cast a bubble shield to protect themselves. The wraiths, however, began to hit the shield with their ghostly arms.

"We can't stay like this forever!" said Flora, out of desperation.

"I know," replied Mirta.

"Mirta, you seem to know about these things" said Flora. "Do you remember if they had some weakness?"

"Sunlight," said Mirta. "But there isn't any here."

Flora then wished Stella was with them.

"Wait!" said Mirta, realizing of something. "One of them attacked me with an ice spell. Maybe they're vulnerable to fire."

It made sense. Too bad that Bloom wasn't here either.

"Do you know any fire spell?" asked Mirta. Then she realized that it as a stupid question. "I guess that we have a problem."

The shield began to weaken.

"I think that I have something, but I'm not sure if it will work," said Flora.

"Considering the situation, it's worth of trying," said Mirta.

"Okay, try to release as much energy as you can" said Flora. "Leave the rest to me."

While the remnants of the shield protecting still protecting them, Mirta began to release her energy like Flora told her, while Flora concentrated in something. When the barrier finally went down, Flora extended her arms, and released a huge wave of green light. The wraiths screamed in agony, and flied away. When the light was over, none of the wraiths were still there.

The two fairies reverted back to her normal outfits, and flopped down on the floor, gasping for breath.

"Flora, it worked!" said Mirta, full of joy. "I didn't knew you were so powerful! What was that spell, by the way?"

"Believe it or not, it's a spell I use to heal and restore the energy of living beings. I mostly use it on dying plants and forests," said Flora.

Mirta looked at her rather confused.

"A healing spell?" asked Mirta.

"Well, ghosts are undead, which is the opposite of being alive," explained Flora. "My spell restores life force. But in their case, it would inflict damage."

"Of course!" said Mirta in realization. It was such an obvious thing, she was ashamed she didn't think of it first, since she studied undead creatures during her year at Cloud Tower.

"Oh, and if the spell was so powerful, it was because I also used your energy," said Flora. "In my current state, I couldn't take down all of them."

"I'm happy to be useful," said Mirta with a smile.

"We should rest a bit," said Flora, less upbeat. "The fight drained most of my energy."

"Let's go to the bedrooms," said the redheaded girl. "and hope that we're not ambushed again by more creeps."

The two fairies took a look at the bedrooms, who presented the same deteriorated state as the rest of the tower. Many of the doors were broken, or weren't simply there. Also, several beds were missing, but they found them rather quickly.

"Flora, come here!" said Mirta, who was looking at something in the hallway.

Flora saw what Mirta was looking at. Several beds were piled in a stack, blocking the hallway.

"Weird, huh?" asked Mirta. "It seems that this path is blocked."

"Is there any other way to continue?" asked Flora, still looking at the beds.

"Yes, but it'll take us longer" said Mirta.

"Hmmm..." grumbled Flora as she took a closer look at the ruined beds.

"Did you see something?" asked Mirta.

"These beds are forming a barricade," said Flora. "They put them here as some sort of protection."

"Protection? From what?" asked Mirta.

"I don't know," replied Flora, then she sighed deeply. "But I wouldn't like to find out."

They stood there, looking at the piled beds a few minutes. Mirta then said that it was about time to rest a bit. They dragged a mattress to one of the bedrooms which still had a bed, so they could be together.

"Mirta," whispered Flora.

"Yes?" asked Mirta.

"What time is it?" asked Flora. "I was wondering if they realized that we're not back yet."

Mirta took a look at her cell phone, and saw that the clock showed 36:79. She frowned and put her cell phone back on her pocket.

They didn't say anything anymore. They were too tired to even speak. Even if the fight against those wraiths wasn't as hard as the fights against some of the enemies Mirta and Flora faced before (especially Flora), they felt incredibly tired. Mirta remembered that Flora said that her powers were limited by Cloudtower's negative aura. Maybe that's why she was so tired. However, despite Mirta having a incredibly high tolerance to dark energy that made her unique among fairies, she felt that Cloudtower's aura was damaging her too.

Just when Mirta was about to fall asleep, her cell phone ranged and startled both her and Flora. It was another text message. It was very explicit.

_Don't fall asleep._

But neither Mirta nor Flora couldt follow that advice. In less than five minutes, they were asleep.


	4. Chapter 4

**Chapter 4**

**(A/N: Thanks to all the people who reviewed this story so far :))  
**

It was very late at night. The party was over, and while the graduates were in their rooms sleeping one more time before leaving Alfea forever, the school' staff was cleaning up the mess they've made.

The girls of the Winx Club (sans Flora, obviously) were helping to tidy everything up too.

"Hey, any of you have seen Flora?" asked Bloom, suddenly realizing that it's been a while since she left with Mirta.

"No," replied Musa.

"Negative," said Tecna.

"And I hope she gets here quickly, she has things to clean as well," said Stella.

"I don't think that Bloom asked for Flora because of that," said Layla sarcastically. "But it's weird. She told us that they would be back for the party once Mirta talked with Lucy."

"There's no need to worry," said Tecna. "Maybe they decided to stay there a bit longer and they lost the track of time."

"Yeah, sure," said Musa. "There's no need to worry only because whenever any of us went to Cloud Tower, nothing good happened."

"Well, we could call her," said Stella before pulling out her cell phone. "Uh, any of you guys have Flora's number?"

"Flora doesn't have a cell," said Layla. "Remember that she's from Linphea, and technology is forbidden there."

"How unpractical," said Stella. "I think that I should buy her one for her next birthday. She could use it whenever she's away from home."

"Anyway, I'm with Tecna," said Bloom. "Let's not get into hasty conclusions. I'm sure that Flora and Mirta are okay and have a good reason to be late."

Bloom had no idea to what extend she was right.

...

Mirta opened her eyes slowly. She stood up, and saw Flora looking at her, smiling.

"Good morning, sleepy head," said Flora gently. "Although I don't know if it's morning or not."

"How much time have I been asleep?" asked Mirta.

"I don't know," said Flora. "Like half an hour more than me. I decided not to wake you up since I thought that you needed to rest a bit."

"Well, I can resist darkness better than you," said Mirta, although she wasn't bragging. "How do you feel?"

"Much better," said Flora. "I'm willing to continue, if you are."

"Sure!" said Mirta.

She walked towards the door and tried to open it, but much to her horror, it didn't open.

"Mirta? What's going on?" asked Flora.

"This door won't open!" said Mirta as she pulled the knob with all her might. "It's like it's stuck to the wall!"

"Let me help you," said Flora before trying to open the door alongside Mirta, but the door didn't move.

"How can this be?" asked Mirta. "These doors can only be locked on the inside!"

"It seems that they don't want us to leave," guessed Flora. "Whoever is in control of Cloud Tower locked us there."

"Oh, great, now we-" said Mirta, but she was quickly hushed by Flora. "What's going on?"

"Listen," whispered Flora.

They both could heard the sound of metallic footsteps echoing through the outer corridor. There was somebody there.

"Oh, thanks goodness, there's somebody else here!" cheered Mirta.

"Be silent!" whispered Flora. "We don't know if it's a friend or foe."

They could hear footsteps getting louder, which meant whoever was outside was getting closer.. In fact, they could see its shadow when it went pass their room...but it didn't advance any further. It remained there, in front of the door, much to the girls' distress.

Mirta and Flora let out a scream when the stranger hit the door violently. That clarified its intentions.

"It's another one of those things!" screamed Flora.

Much to their horror, they saw what it seemed to be the tip of a sword breaking the door.

"Come on Flora, let's fight!" said Mirta.

"This place is too small to put up a fight" said Flora, much to Mirta's frustration and distress. But she was painfully right. Their attacker had a sword, and although fairies can be wonderful fighters, they were extremely vulnerable in melee combat. Besides, whatever Cloud Tower has sent this time to slay them would be anything but weak.

The crack in the door, although was still small, was getting bigger with each hit. They had to think, and fast. But they were too frightened and nervous to think properly. Suddenly, Mirta's cell rang. Another text message. It couldn't be less untimely. However, Mirta read it:

_Hide in the closet_

Mirta looked around, and they saw that there was an old, worm eaten closet. The suggestion was stupid, but she couldn't think of anything better. Without thinking it over, she grabbed Flora by her wrist, got into the closet and closed the doors, leaving a small gap to see. Although the closet wasn't too spacious, they fit perfectly in it.

Seconds later, the stranger knocked down the door, and entered. Through the gap in the doors they could see that it was a big, broad man, who was 2 meters(6 foot 8) tall, who wore a black, rusty armor that covered his whole body and head (This made debatable if he was even human, but surely not). In his right hand he was wielding a blackened sword, although it looked more like a huge butcher knife rather that a proper sword.

The black knight began to register the room.

"_This is pointless, he's going to spot us,"_ thought Flora.

"_Please don't look here, please don't look here..."_ was thinking Mirta, holding tears of fear.

The knight spent several more minutes in the room, looking for possible enemies, but he didn't think of opening the closet. He finally gave up and left the room. However, neither Mirta nor Flora dared to come out of the closet until they didn't heard the footsteps.

"Is he gone?" whispered Mirta.

"I don't know," said Flora. "But we can't be here forever. Let's see."

Unsure, they left the closet, and saw the room. The door was completely wrecked, but at least they weren't trapped anymore. Flora went to the hallway to see if the black knight was still there, but it was as empty as before. Flora sighed in relief. However, she suddenly gasped when she spotted something on the wall.

"Mirta, come here!" shouted Flora, shocked.

"What?" asked Mirta as she came out. She couldn't help but stare in shock when she saw what Flora was pointing: there was something carved in the wall in big and irregular letters.

_There won't be any mercy for traitors_

Mirta instantly felt a lump in her throat. The few times she visited Cloud Tower (mostly to see her friend Lucy), she ran into some witches that called her a traitor for obvious reasons. She usually played down most of the insults she received, but this was different. If whoever who took over Cloud Tower hated her for that, she was in big trouble.

"Mirta?" asked Flora when she saw the red haired girl looking at the wall with her eyes wide opened. "Are-are you okay?"

Mirta took a moment to reply.

"Yes," said Mirta, almost stammering. "Let's get out of here."

Mirta led Flora through another flight of stairs that would take them to the fourth floor. They had to avoid the numerous spiderwebs that hanged from the roof. Also, some of the steps were wet due to the damp, and Flora almost tripped.

"You okay?" asked Mirta as she turned back to the nature fairy.

"Yes," replied Flora. "But I guess that these shoes aren't made for this kind of places," joked Flora, looking at her platform sandals.

Mirta smiled back. They continued until they reached the fourth floor.

"So, here we are," said Mirta. "Fortunately, the stairs of the bedrooms wing won't be blocked, so we can go directly to the seventh floor. Once there, reaching the upper terrace would be easy."

"I hope it to be as easy as it sounds," said Flora, worried.

The fourth floor of Cloud Tower housed mostly classrooms, however it also had a teacher's lounge, teacher's offices, a small library and it mandatory bedrooms. They had to cross through several classrooms, being on the alert of any nightmarish creature, but it everything seemed to be silent. When they left the last classroom, they found themselves in a black abyss.

"Whoa!" shouted Mirta in shock, before returning to the class. "What's this?"

"I don't know," said Flora. "But we're going to find it out. Look."

The blackness started to disappear, revealing the streets of a city. It was the city of Magix, a place they knew very well. However, there wasn't the exact Magix. By the model of the cars, the clothes everybody dressed and other details, they both guessed that it was Magix in the past. In a nearby cafe they recognized two women having a drink, talking. One of them was Griffin; the other one was a woman with glasses, pink hair styled in two twisted buns, and wore a short white and blue dress.

"That's Griffin," pointed Flora.

"The other woman is...Faragonda?" asked Mirta, a bit astonished.

"It seems so," said Flora. "If Stella was here, she'll probably make a remark about her clothes or appearance."

Mirta snickered in response.

"I can't hear what they're saying" said Flora.

"Let's take a closer look," said Mirta.

Mirta and Flora came closer to the then young teachers.

"_Faragonda, I told you a thousand times before, but I'm going to say it one more time," said Griffin seriously. "What I do or which people I befriend is none of your business"_

"_I know," reply Faragonda. "But I can't help but care about you. I' heard that you plan to join the Ancient Witch Coven"_

"_So what if do?" asked Griffin snidely._

"_Are you insane?" shouted Faragonda in disbelief. "You have no idea of what you're doing!"_

"_I know perfectly what I'm doing," replied Griffin. "Besides, like I said before, it's none of your business"_

"_Please...don't do it," begged Faragonda. "Despite what you may think, you are not aware of many of the things those witches and their followers have done, and more importantly, _will do._"_

"_And you do?" asked Griffin._

"_Yes, I do," said Faragonda. "I don't know the details, but I know others who do. They plan to attack many, many worlds. The monarchs of Domino are gathering an army to stop them. I plan to join them. And you should come with me"._

"_Don't make me laugh!" said Griffin. "The Coven plan to track and find a source of power that would take witchcraft to a whole new level. If somebody dares to interfere in their plans, that's their problem."_

"_If you join the Coven, it will be a path of no return" said Faragonda. "And I don't want to lose you. Your friendship is very important for me."_

"_Stop deluding yourself, fairy," said Griffin. "We're not friends. I don't have any friends. I don't NEED any friends."_

"_I guess that you made up your mind," said Faragonda as she stood up. "There's nothing I can do but wish you luck in your future endeavors, and hope that you know what you're doing. Farewell."_

_Griffin remained there, silent, looking at her former friend going away. _

"_You're right. You don't need her," said a male voice behind her._

_Griffin turned around, and saw a bald man dressed with black clothes. The man had tanned skin, and a light beard, and smiled at Griffin._

"_Please allow me to introduce myself." said the bald man. He had a deep and suave voice. "My name is Gaul, " said the man, as he rolled up his sleeve, revealing a tattoo in his forearm that Griffin immediately recognize._

"_Griffin. Are you part of the Coven?" asked Griffin._

"_Yes," confirmed Gaul. "Now please excuse me, but I overheard the conversation you had with that fairy. Did she want you to quit?"_

"_Yes," said Griffin. "But she couldn't stand my motivations. My life is a quest for power, and only the Coven can grant me what I look for."_

"_Your words are full of wisdom, witch," praised Gaul. "You know, I've never seen anybody talking about the Coven so...carelessly. Most of its members avoid talking about it in public due to it...bad reputation."_

"_I'm not ashamed of what I am," said Griffin proudly. _

"_And that's good," said Gaul. "Don't worry. Soon this puny world will see what we're capable of."_

Suddenly, the fairy of nature and the half witch were again in Cloud tower.

"Griffin had no idea of what she was doing," said Flora. "The Ancient Witches were evil incarnate."

Only those who had to deal with said witches personally knew how horrible they really were.

"Fortunately, she realized of her mistake" said Mirta. The something hit her brain. "Do you think that these visions are some kind of...message?"

"Message? Saying what?" asked Flora, confused.

"I don't know," said Mirta. "But there must be a reason of why we're watching this. Maybe Griffin is trying to contact us."

"In that case, I don't know what's she trying to tell us," said Flora. "We better continue."

After a short walk, they reached the bedroom wing. They could see stairs in the end of the hallway. However, they both stopped after hearing a roar coming from one of the bedrooms. Both girls stopped. They could heard more roars. Carefully, they continued walking, but the more they walked, the louder the roars became. However, they made it to the stairs successfully.

"Come on, we're near the..." Mirta was about to say, but she was abruptly interrupted when a dire monster suddenly tackled her, knocking her down. The monster was an elongated creature with black skin, a small head with no eyes a huge mouth full of fangs, bat-like wings ending in yellow claws, and a tail. Among the witches, it was known as a night lurker.

Mirta struggled with the lurker with all her might, but was too much for her. Fortunately, Flora reacted in time. She waved her hand, and doused the monster with green pollen. Suddenly, the monster released Mirta and began to let out insane roars. Flora then helped Mirta to stand up.

"Thanks," said Mirta, still a bit shocked. "What did you do?"

"Use a kind of pollen that causes irritation," explained Flora.

"Let's finish him," said Mirta, ready to transform into her fairy form.

However, before neither of them could transform, a bunch of night lurkers came down flying, alerted by the roars. Flora and Mirta decided to go back to the hallway, so they could fight them better.

"Come on Flora! Magic Winx!" shouted Mirta.

"Enchantix!" shouted Flora.

Once their transformation was complete, they got ready for the fight.

"Let me handle this, Mirta," said Flora, as the small floack of night lurkers charged against them. "Nature Symphony!"

he nature fairy always hated to use violence, much less against animals (even if they were so violent and horrid like those), but she knew that there wasn't any other option. Flora turned at Mirta, and smiled with satisfaction.

"Great job Flora!" praised Mirta. "You totally...!"

But Mirta's speech as interrupted, once again, by another, bigger and angrier bunch of night lurkers that came out of the rooms breaking the doors apart. They took Flora completely by surprise.

"Flora, watch out!" shouted Mirta, as she waved her hands, and created a glowing purple protective barrier around Flora and herself. The lurkers crashed against the barrier and were repelled, but they continued attacking.

More lurkers came out of the remaining rooms. Soon, they were completely surrounded.

"We need a way to escape!" shouted Mirta, still holding the barrier. "Those things are dangerous! A bite would be fatal!"

"Keep the barrier a bit longer," suggested Flora, remaining calm. "I know how we're going to escape."

Flora gestured toward the bunch of attacking lurkers, and a tornado made of yellow flowers came out of her hands, dispersing the hellish creatures. However, instead of fleeing, the lurkers decided to change their tactic. They flew into the air and dived at the fairies..

"We need something more powerful. Flora, keep the barrier for me," said Mirta as she prepared a spell.

The magic shield changed from purple to green the moment Flora took hold of it. Mirta was gathering all the power she could on her hands. Once she thought it was enough, released it.

"Crimson Flare!"shouted Mirta as she, using both hands, cast a wide red beam of energy towards the lurkers, forcing them to disperse more effectively than Flora's attack. Those hit by Mirta's spell roared in agony as their bodies or limbs were burned.

It seemed that this time the lurkers had enough and were ready to flee, however, the fairies weren't the reasons for escaping.

Suddenly, the whole building began to shake.

Mirta's spell also had hit the roof , and it was slowly crumbling. Cloud Tower was designed to resist battles indoors, however Mirta gathered a lot of energy on her spell, and the roof of this version of Cloud Tower was eroded by the damp and woodworsm. The roof then began to fall, crumbling the whole hallway in the process.

Without losing a single second, Mirta and Flora flied their way back to the fourth floor's main hall as heavy debris fell behind them. They could heard the desperate screams of the night lurkers that couldn't escape from there in time, and were buried alive under a ton of rocks, concrete and wood. Fortunately, they were fast enough to escape in time. Once they were (relatively) safe, they reverted back to their normal forms and flopped down on the floor.

"...that was close," said Flora, exhausted.

"Yes, but our fastest way to the upper terrace is now blocked," said Mirta sadly. "Now we have to take the long way around."

"By the way, what was those monsters?" asked Flora.

"Night Lurkers. It's a kind of nocturnal creature that lives in the swamps. They're amongst the deadliest predators in the universe. The posion of one of their fangs is enough to kill a human being in forty eight hours." explained Mirta.

"How do you know them?" asked Flora.

"We studied them in biology class" said Mirta with a shrug.

"Biology?" asked Flora in disgust. "Witches' take on some subjects are rather sinister"

"Tell me about it," chuckled Mirta. "All the animals we studied were like those."

Mirta's cell rang again. Mirta thought it was another text message, but it wasn't. It was a phone call. Mirta's eyes opened wide when she saw the number.

It was Lucy!


	5. Chapter 5

**Chapter 5**

As soon as the first beams of sunlight began to illuminate Alfea, Bloom slowly woke up. She wasn't sleeping in her old room, since she wasn't a student anymore, but in one of the few of the school's guest rooms. In fact, the six Winx were placed in the same room, and they had to sleep in bunk beds.

The redhaired fairy took a fast glance at her friends. She quickly realized that Flora wasn't there either.

"Everybody, wake up!" hurried Bloom, shaking her friends awake one by one. All of them began to wake up and rub her eyes, yawning.

"Bloom...? what's happening?" asked Musa, drowsy.

"Didn't you know that lack of sleep is bad for the skin?" said Stella, covering herself with the sheets again. "...and for the rest of the body."

"Flora didn't come yet!" said Bloom.

The rest of the Winx suddenly sat up on their beds, with their eyes really opened.

…

"Lucy? Is that you?" asked Mirta, excited.

"Mirta!" replied Lucy from the other side of the line. "Thanks goodness!"

Mirta realized that Lucy was running while speaking.

"Lucy, what's going on?" asked Mirta. "Where are you?"

"In Cloud Tower!" asked Lucy. "You have to call for help!"

"I'm in Cloud Tower too!" said Mirta. The half witch could hear Lucy gasping.

"You're here too?" asked Lucy.

"Lucy, calm down, " said Mirta. "Where are you?"

"In the training rooms!" shouted Lucy. "He's coming!"

"What? Who's coming?" asked Mirta, but she had no response. "Lucy? Lucy!!"

But Lucy already hung up.

"Mirta?" asked Flora. "It was really Lucy?"

"Yes," said Mirta. She seemed to be relieved to know that Lucy was okay. Or at least, for now. Her last line worried Mirta.

"Where is she?" asked Flora. "Is she here?"

"Yes, she's here. She's in the training room. That's in the fifth floor. Let's hurry! It seemed like she was fleeing from something!"

"Okay," said Flora as she and Mirta set off.

…

Back in Alfea, the Winx Club were gathered with Faragonda in her office. They told her that Flora went with Mirta to Cloud Tower to have a talk with Lucy, and had not yet returned.

"What worries me most," Faragonda began. "Is if they could have disappeared before they reached Cloud Tower."

"No, they're in Cloud Tower" interjected Tecna.

"How can you tell?" asked Faragonda.

Tecna simply pulled out a small hand computer. It showed a map of Magix, with beeping dots on it.

"After being dragged to and being rescued from the Omega Dimension, I created this," said Tecna. "Is a device capable of tracking anybody in a radius of a middle sized solar system. I created it in case of any of us disappeared without a trace." Tecna then pressed some buttons and it the map changed to show only an area that housed the three schools. "These dots are us. And this dot here, in Cloud Tower, is Flora"

"Well, if we can trust that device, it's a relief to see that Flora and Mirta are there," said Faragonda as she leaned on her chair. "I'll call Griffin and ask her why they are still there"

The headmistress dialed Griffin's office number in her holophone, and waited. After some moments, she heard a recording saying that the number wasn't available. Faragonda frowned.

"This is odd," said Faragonda.

"This is the proof that something bad happened to Flora and Mirta," intrejected Layla. "We must go to Cloud Tower!"

"Layla, I admire your courage, but you must realize that, if something bad happened to Flora and Mirta, you could suffer their very same fate if you go to Cloud Tower without a proper plan," advised Faragonda.

"We don't care!" shouted Stella. "They are our friends, and as such, we have to do anything we can to bring them here safe and sound!"

"As odd as it may seem, I agree with Stella," said Musa. "We're not afraid of what we may find there as long as we find them."

"Besides, it can be worst than what we already fought in these past years," said Bloom.

"I see that you're determined to go to Cloud Tower on your own. In that case..." said Fargonda as she began to look for something in the drawers of her desk, until she finally found it. "...you'll need this."

Faragonda then showed them a big key made of silver.

"What's that?" asked Musa.

"A key. Don't you see it?" said Stella.

"Thanks, Stella, " said Layla snidely. "I'm sure that everybody guessed that."

Stella frowned childishly at Layla's remark.

"This is one of Cloud Tower's master keys. Griffin gave one to me and another one to Saladin to use case of an emergency. And this looks like an emergency." explained Faragonda. "It can open all of Cloud Tower's doors."

"Thanks!" said Bloom as she took the key. "Wait, does that mean that Griffin also has a key to Alfea?"

"Yes," replied Faragonda. "But don't worry. She won't betray us. I've known her since we were teenagers."

Faragonda wished them good luck with their mission, and the Winx Club flew to Cloud Tower, determined to rescue Flora and Mirta.

…

Speaking of which, the remaining Winx girl and the half witch made their way as fast as they could in order to find Lucy.

"Lucy?" asked Mirta, but all what she could hear was the echo. "Lucy!"

The training rooms were, like their names implied, large rooms where witches practiced their spells, either against training dolls or in sparring matches.

After a heartbeating rush, they finally spotted Lucy.

The green haired witch, was lying unconscious on the floor, leaning against a wall. She was chained, and she was in a deplorable state. Mirta grabbed her by her shoulders and shook her.

"Lucy? Are you okay? Please talk to me!" begged Mirta.

Lucy slowly opened her eyes.

"Mirta...?" asked Lucy, almost in a whisper.

"Lucy, you're okay!" said Mirta as she hugged her friend. "I was so worried!"

"Mirta, you have to get the hell out of here!" said Lucy. "This is a trap!"

"A trap?" asked Flora.

Suddenly, they heard the sound of metallic steps. Steps that they knew very well.

"Too late. He's here," said Lucy in a neutral tone.

An inhuman shout coursed the instance. A nearby door opened with a slam, revealing the black knight they saw in the dormitories of the third floor. However, this knight had a slightly different armor, and instead of a sword, it wielded a morning star.

"It's him again!" said Mirta.

"No, this is different" said Flora. "Look closely. They had different weapons."

"Do you mean that there are TWO of these guys?" asked Mirta in shock.

The black knight walked towards them, slowly but threateningly.

"Mirta, take Lucy to a safe spot, and try to break those chains" said Flora as she stepped ahead. "I'll deal with this...thing."

"But your powers here drain too fast!" said Mirta. "You won't stand a long fight!"

"Don't worry about me, I'll be fine," said Flora, smiling at her. "Enchantix!"

While Flora got ready for the fight, Mirta helped Lucy to stand up and ran away.

The black knight targeted Flora as his first victim, and charged at her. The floor trembled with each step the iron giant took. A single blow of that massive weapon would be the end, but fortunately, the knight was much slower than the nature fairy. Flora easily dodged the first charge, and stood behind him.

"Wrath of nature!" shouted Flora as she cast one of her very few offensive spells. Unfortunately, her attack barely damaged the knight.

The knight quickly turned around, and raised his dreadful weapon, ready to smash Flora with it. Flora was able to dodge the swing again. When the spiked ball hit the floor, the whole instance trembled.

Flora tried to blast him some more times with no success. The knight was incredibly resistant, almost immune, to magic. Besides, Flora had a major handicap: with no plants to call, or fertile ground to summon them, her repertory of spells was very limited. If that wasn't enough, Cloud Tower's dark aura was weakening her, slowly but constantly. She came to the conclusion that she couldn't defeat the black knight alone.

However, Flora didn't give up. She continued the fight, measuring both her and her enemy's movements, trying not to waste energies, while coming up with a strategy. All while dodging the knight's lethal blows.

Unfortunately, Flora was so focused on both his enemy and a possible strategy to defeat him that she didn't realize that the knight was cornering her. When she realized of this, it was too late, since she was between the iron giant and a wall. However, Flora played down the importance of the situation, since she could fly over him. But there was something she didn't see coming.

Suddenly, four black arms that were made of pure energy, but were pretty solid, grabbed her by her ankles and arms, and immobilizing her against the wall. Flora struggled in a vain attempt to break free, but it was useless. They grasped her too tightly. She thought that the black knight was about to kill her, but instead of that, the knight turned around and walked away. At first Flora was confused, but then she realized of what was happening: Flora wasn't a menace anymore, and Mirta was his new target.

Meanwhile, not far from the battlefield, Mirta was trying to break Lucy's chains.

"Any luck?" asked Lucy.

"No," said Mirta. "There is an enchantment on these chains. It won't break using regular spells."

"Then what we could...?"

"MIRTA, RUN! HE'S AFTER YOU NOW!" Flora's desperate screams echoed through the huge rooms.

Mirta turned around, and saw the imposing figure of the iron giant, holding his morning star. Not thinking it over, she grabbed Lucy by her arm(who, thanks to the chains' additional weight, couldn't run too fast) and ran away from there.

"Mirta, leave me!" said Lucy.

"What are you saying?" asked Mirta, shocking of what she just heard. "There's no way I'm leaving you here!"

"You don't understand!" shouted Lucy. "He is only after you! I was just a bait!"

"What?" asked Mirta, confused.

"That thing used me to drag you here," explained Lucy. "It's YOU who want to kill, not me!"

Mirta thought about what the tall witch said.

"Mirta, leave me here! I'm just a dead weight!" begged Lucy.

Like Flora before her, Mirta didn't realize of where she was going. Suddenly, she ran into a dead end. The room's exit door was blocked by a huge pile of debris. They were cornered. Lucy fell on her knees.

"Damn, this is the end..." cursed Lucy.

But Mirta wasn't going to give up without fighting. She turned back, and faced the menacing black knight walking towards her.

"Mirta, what are you going to do?" asked Lucy, fearing the answer. But Mirta didn't reply.

"Magic winx!" shouted Mirta, and converted into her fairy form, ready to fight.

Another uneven fight was about to begin. Mirta's hands glowed red with a black edge. Once she assimilated what Lucy said, an intense rage took hold of her. She was angry. Angry for what happened to Cloud Tower, angry for all the things she and Flora had to go through, and angry for what happened to her best friend.

During her time at Alfea, Mirta was taught to never use dark energy again, since that wasn't the way of the fairies. Still, Mirta tapped on darkness from time to time, mostly due to her natural affinity for it.

Darkness was fueled by negative emotions, such as rage or hatred, and that exerted a negative long term side effect on its users, that could come in many forms, such as depressions, bad moods and, in some extreme cases, disregard for everything else and an extreme lust for power. Darkness corrupts, and it took great willpower and skill to control darkness without falling into corruption.

Mirta was always cautious when using darkness, but not this time. She opened the battle shooting a red energy ball. It blasted on the knight's chest, making a moderate explosion, but not harming the knight. The knight swung his morning star towards Mirta, but she was able to dodge it. The impact left a small crater on the floor.

More calmed, and more importantly, focused, Mirta flew in the direction the knight came. She was trying to get him away from Lucy, even if she said that he wasn't after her. Mirta waited to the knight to attack before making her next move.

The knight delivered another lethal blow, which Mirta easily avoided. She stood behind him, and cast another spell. Her hands glowed purple, and gestured towards the iron giant. The knight then found himself trapped inside a purple energy bubble.

Of course, that didn't stop her mighty foe. The knight banged the walls of the bubble with his fist (since there was no space to use the morning star), and Mirta could feel the massive strength he had.

Mirta was afraid. Despite her enemy had nothing but sheer strength, he never seemed to grow tired. In less than a minute, the knight already broke free, and was charging against Mirta.

Despite Mirta being exhausted due to Cloud Tower's negative influence, she was still able to avoid the knight's attack one more time. However, this last attack was so powerful that shook the entire floor violently. Debris and rocks began to fall. The half witch turned back when she heard Lucy yelling. Several rocks were falling near her, and she was barely able to move. Mirta forgot about the black knight and rushed to help her friend.

Lucy watched in horror how a bunch of huge rocks were about to bury her alive. She wanted to run, but she couldn't even stand up. The chains were too heavy.

But Lucy wasn't buried alive, because something, or somebody, shouted her name and pushed her out of the rocks' path. For less than a second, she saw Mirta behind her before being buried by the avalanche of rocks.

"Mirta! MIRTA!!" cried Lucy.

...

Meanwhile, in the other side of the floor, Flora was still held by those dark arms against the wall. The arms were also sucking her very life force slowly. She was going to have a painful death.

It hated them. It planned to kill her and Mirta the very first moment they put their feet on Cloud Tower. But not because they could ruin its plans, whatever they were, but because they were fairies. She could feel the same dark aura that had been weakening her little by little, only ten times stronger.

It was the end. She knew it. Her head was filled with images of her parents, her little sister, her friends, her boyfriend Helia...tears came out of her eyes when she realized that she wasn't going to see them again...

...

Lucy then looked at the black knight, standing there, passive, motionless. That aberration made of iron killed her best friend. Her tears of sorrow quickly became tears of impotence. She wanted to hurt that monster so badly for what she did to Mirta...but once again, the chains didn't let her to even move.

Just like she predicted, the knight ignored her and turned back to finish Flora off.

…

While Flora was preparing herself to take the final step, she felt something. The dark aura began to weaken, as well as the arms holding her. She also felt her energies coming back, replacing the weakness. The darkness was withdrawing.

The entity was angry. The entity was afraid. There was something that didn't went according to the entity's plan. Flora could feel that, somewhere near her, a powerful focus of light energy suddenly appeared.

With renewed strength, Flora channeled a powerful current of energy that damaged the dark arms enough to release her.

…

The knight turned back again.

A bright light came from the pile of debris that sepulchered Mirta, apparently killing her. The rocks moved away like they were carried by invisible arms, revealing a huge ball of white light. The light began to fade slowly, revealing a human form inside it.

Lucy couldn't believe her eyes: it was Mirta. But she was...different.

Mirta was wearing a white sleeveless top that showed her bare midriff and a white short skirt with red trimms, a wide red ribbon coiled around her body, long pink gloves and green strapped barefoot sandals. Her wings retained the old purple color, but they were now bigger and brighter. She also had slightly longer hair, and a small amulet with the shape of a pumpkin attached to a necklace.

"Mirta...is that you?" asked Lucy, like she was looking a ghost.

"Yes, Lucy, it's me," said Mirta gently. "Look, Lucy! It's my Enchantix from! I unlocked it when I saved you!" beamed Mirta.

"You look awesome..." praised Lucy.

"Now, you can't be too comfy with those chains, do you?" asked Mirta, smiling, as she took her small amulet.

The amulet was in reality a vial. Mirta opened it, and poured over Lucy a shiny dust. It was the Fairy Dust, one of the more fabulous powers of the Enchantix, able to break even the strongest dark spells.

Lucy then felt that the chains were weakening, to the point that they were as hard as clay. Lucy broke the chains effortlessly.

"Good," said Lucy, happy to be finally free. Then she turned at the black knight. "Now let's give that brute what he deserves!"

Before the battle could begin, Flora flied in.

"Hey, Flora, look! I got my enchantix!" Mirta knew that it wasn't time to brag, but was caught by the excitement of the event.

"I see. You look wonderful," praised Flora.

However, the tender moment came to its end when the black knight decided to finish what he had started, and charged against Mirta. Both Mirta and Lucy moved away to dodge the deadly morning star swing.

"I think that this is a great chance to test your nex powers, Mirta."

"Now you're going to see what happens when you mess up with a witch, you pile of scrap!Or with one of my friends, for that matter!" shouted Lucy while channeling her energy trough her whole body, and cast a powerful beam between dark green and blue, blasting her back. The knight turned back at her.

"This guy is very resistant," said Mirta. "We should attack him at once!"

"Alright," said Flora. "Wait until he attacks."

It seemed that the iron giant developed a grudge against Mirta, because he charged against her again. Mirta simply flew higher to avoid the attack.

"NOW!" yelled Flora.

Flora, Mirta and Lucy cast their most powerful spell on the knight. Three beams of energy blasted him from three different sides, making a explosion, followed by a cloud of smoke.

But when the smoke faded, the knight was still there, totally unbroken.

"He's unscratched!" said Mirta in frustration.

"He's immune to magic," said Lucy. "There's no way we can defeat him!"

But all of Flora's previous thinking finally bore fruits. Maybe there wasn't a way to destroy him, but there was a way to get rid of him for a long time.

"Mirta, you told me that Cloud Tower's walls and doors are protected by a magic shield, right?" asked Flora.

"Yes," said Mirta. "Does that matter now?"

"Does that shield extend to the roofs and floors?" asked Flora again.

Mirta instantly knew what Flora was thinking, and smiled.

"Lucy, we're going to attack again," said Mirta. "But this time, aim at his feet."

"His feet?" said Lucy, confused. "But why...oh, I get it."

The knight attacked Mirta again, but the result was the same as before. The three girls cast the same spells as before, but this time, aimed at the knight's feet, like Mirta said. The knight was once again undamaged, but he wasn't the target.

The knight was about to attack again, but when he raised a foot to take a step, the floor, damaged by the girls' attacks, collapsed, and he plunged into the floor below.

Out of exhaustion, Mirta and Flora reverted back to her normal forms. Mirta looked though the hole in the floor, and saw the black knight, lying in the floor below, apparently unconscious.

They won a hard battle, and Lucy was safe. But there were still too many things to do. Mirta only could wonder what Cloud Tower would send after them now.

* * *

**So, what do you think? This is my favorite chapter so far. As always, reviews are appreciated.**


	6. Chapter 6

**Chapter 6**

In Cloud Tower's outskirts, the remaining members of the Winx Club finally arrived at their destination. They landed, and looked at the ominous building.

"Here we are," Bloom announced.

"What are we waiting for? Let's go in!" said Stella, impatient.

"Stella, we can't go there without a plan or strategy," said Musa. "We don't know what's going on there."

Tecna was checking her tracker.

"Flora is in the fifth floor, accompanied by other two people," said Tecna. "I suppose that one of them is Mirta, but I 'm not sure who the other one is."

"Wait, I thought that that thng only tracked us," said Stella.

"Yes, but it also shows if there are other people around," explained Tecna. "For example, think that any of us is kidnapped. This device would not only give us our position, but how many people are watching as well."

"Wow, Tecna, you're on top of everything!" praised Bloom.

Tecna smiled. Meanwhile, Layla was taking a closer look at the building.

"We should enter through one of the terraces," said Layla.

"I agree," said Bloom.

"I can see a terrace from here," said Musa. "I think that it's from the fourth or fifth floor."

They flew to said terrace. It was adorned by several stone gargoyles. All of them shivered the moment they put their feet on the terrace.

"It's really cold in here," said Stella, rubbing herself.

"It's Cloud Tower's aura," explained Tecna. "It always makes us feel this way whenever we come here."

"No, this time is different," said Stella.

"Yes," said Layla. "I feel like...that time we went to the Obsidian Circle."

That statement made the others to feel uneasy. If Flora and Mirta were trapped inside anything closely similar to the Obsidian Circle, they were in serious ways.

"Okay, let's go in," said Bloom. She close to the door, and took out the key Faragonda gave them, and used it to open the terrace door.

But the moment bloom opened the door, all of them heard a terrifying scream. All of them quickly turned around.

"What was that?" asked Musa, looking around frantically.

Soon they saw that the terrace's gargoyles coming to life.

**...**

Meanwhile, Mirta, Lucy and Flora were resting from the exhausting battle against the massive avatar of destruction in the shape of a black knight, leaning against a wall. If the training room was already ruined, after the battle was totally wrecked.

Mirta was really happy. Not only she had rescued Lucy, but she also achieved her Enchantix form. Still, there were too many things to do, and many questions without answer. Fortunately, Lucy could provide some answers.

"Can you tell me what happened here?" asked Lucy.

"We hope you could tell us exactly that," replied Flora, much to Lucy's confusion.

"Huh?"

"Lucy, tell us the last thing you remember," said Mirta.

"Okay, let me try to remember...hmmmmm...okay, I remember that I took some freshmen to the swamps for a field trip...when we were back, we found Cloud Tower completely wrecked...not like now, now it looks like it's been abandoned for a hundred years, but like if it's been a battle or something, " Flora and Mirta listened to her attentively. "We went to see what was going on, and were ambushed by all sort of monsters. We put up a fight, and made the monsters retreat."

"Didn't you think of calling for help?" asked Flora.

"Of course we did," replied Lucy. "However, we were unable to reach the main door. Although, judging for what you told me, it would be useless."

Flora and Mirta nodded.

"Continue, please," said Flora.

"Well, the monsters weren't much of a challenge, since we're also trained in fighting both humans and animals, however, aside from the monsters we keep on the pits, there were many of them that I didn't recognize." explained Lucy. "But everything changed when he appeared."

"He?" asked Mirta.

"That black knight we just fought," clarified Lucy. "Although that one wielded a sword instead of a mace."

"Yeah, we met him too,"

"Although we used all our might to take down the knight, our spells didn't even make a scratch on his armor. He hunted us one by one."

"And what happened next?" asked Flora, apparently interested.

"When the knight defeated me, I suddenly fell unconscious," said Lucy. "Then I remember waking up here. I thought that I traveled several centuries in the future, since this place was -is- in ruins." said Lucy, looking around. "And then, he appeared again. Well, not him, that guy with the mace. Knowing that combat was useless, I ran as fast as I could. Then I realized that I still had my cell phone, and could call for help. Calling you was the first thing I thought in. I hope you were still in Magix, and I felt a spark of joy when you told me you were here. Well, you already know how the story ends. By the way, Mirta, what were you doing here?"

"I was worried about you," said Mirta. "Since the last time we hanged out to Magix, you suddenly stopped answering my phone calls nor text messages. I was afraid that you didn't want to see me again, for whatever reason, and I came here to have a talk with you."

Lucy smirked.

"Mirta, you're such a drama queen," said Lucy, sardonic. "I had a lot of work the last two days. I didn't pay too much attention to my cell phone."

But Mirta's expression didn't changed.

"Lucy, it's been ten days since the last time we spoke," said Mirta.

"Ten days!?" asked Lucy in disbelief. "I've been here for ten days!?"

"It seems so," said Flora.

"And what is she doing here?" asked Lucy, referring to Flora.

"She wanted to come with me, to offer some help and moral support," said Mirta. "And I'm very grateful for her to come with me, given the circumstances."

She then remembered Flora's words: Cloud Tower isn't a place to be alone.

"Thanks for the help, fairy," said Lucy in a solemn tone.

"It's alright," replied Flora with a smile.

"Lucy, do you have any idea of where everybody is?" asked Mirta. "Probably Griffin and the rest of the witches are in the same place you were."

"Sorry, but no," replied Lucy dryly. "I didn't even realize the time I've been here. I guess that I've been in some kind of induced trance."

"It's obvious that, if you're here is because the entity behind this released you from your prison," deducted Flora. "But why?"

"It isn't obvious?" said Lucy. "To lure you here. I realized of it right after I called you, but it was too late. I fulfilled my purpose. Although I wonder why he'd have such a special interest in you."

"It was the knight who chained you, right?" asked Mirta. Lucy nodded in response. "That confirms that he was after us."

The thought that the entity behind the knight's actions knew that Mirta would go to rescue Lucy without thinking it over made her to shiver.

"When those arms trapped me, I came into contact with the entity who's controlling Cloud Tower," revealed Flora.

"Really?" asked Mirta, with her eyes wide open.

"What do you know about it?" asked Lucy impatiently. "Tell us!"

"Not much," said Flora. "I don't know why it has done this, or what its plans are, but I could feel a strong hatred against us."

"Do you think it can be the Trix?" asked Mirta. "It wouldn't be the first time that they take over Cloud Tower."

"No. I'm sure that they're still in Lightrock," said Flora. "And I didn't mean to sound personal, but it hates us because we're fairies."

Mirta remained speechless for some moments.

"That would explain why the knight didn't do anything to harm me," said Lucy. "Anyway, what are we going to do now? There is other iron freak out there, and it won't take much longer until he finds us."

As if on clue, Mirta's cell rang again. Another text message:

_You're doing fine, but you have to keep moving._

"Who sending you those messages?" asked Lucy.

"I don't know," said Mirta with a shrug.

"Wait...we have our cell phones! We can call for help!" said Lucy as she pulled her cell phone.

"I already tried," interrupted Mirta. "There's no network coverage."

Lucy raised an eyebrow.

"You're kidding, right?" asked Lucy. "You have received a text message just now. And I called you when the knight was chasing me."

"Maybe Cloud Tower is stopping your cells to call somebody from the outside," deduced Flora. "Lucy, you yourself said that the black knight planned to use you as a bait to lure us. Maybe that's why you were able to call Mirta. Besides, you were here."

"Wait a minute," said Mirta. "Does that mean that whoever is sending me these text messages...is here, in Cloud Tower?"

"I'd say yes," said Flora. "He, or she, seemed to know what we were doing in every moment."

Mirta sighed deeply.

"This makes no sense," said Mirta, out of frustration. "It seems that Griffin and the rest of the witches are here, in Cloud Tower, but we haven't seen a soul."

"Maybe they are locked in the dungeons," said Lucy. "Although I don't remember being there."

"Dungeons?" asked Flora, surprised. "Why a school would need dungeons?"

"Well, originally, Cloud Tower wasn't just a school," said Mirta.

"What do you mean?" asked Flora.

"Cloud Tower was buildt as a fortress and base of operations for the Ancient Witch Coven, " continued Lucy. "It served both as an outpost in case they launched an attack to Magix, and a place in where new recruits were trained. "

"However, when the Ancestresses Coven defeated in the Battle of Domino, one of the few witches of the Company of the Light took charge of it," concluded Mirta. "Now Cloud Tower is just a mere school for witches."

"Griffin," said Flora. Both Mirta and Lucy nodded in response.

"We should continue," said Mirta. "We're near the upper terrace."

"The upper terrace?" asked Lucy. "Why do you want to go there?"

"I'll explain you on the way," said Mirta as she stoond up. "Let's hope that we don't find more unpleasant surprises."

.

When they were about to resume their walk, they heard a loud, terrifying inhuman shout coming from the lower floor. The three girls quickly ran to the hole and looked outside.

The knight wasn't there.


	7. Chapter 7

**Chapter 7**

Faragonda was still in her office, trying to contact Griffin with no success. Cloud Tower has been always the target of lunatics of darkness, who wouldn't approve the new role of the witches in the world. It wasn't coincidence that the Trix and Baltor took over it in the past. The door opened, and Griselda entered in the office.

"Any luck?" asked Griselda.

"No," replied Faragonda, and breathed deeply.

"There's no need to worry," said Griselda. "If the girls find something wrong, they'll come back here immediately."

"I doubt that they'll do that," said Faragonda. "Although I trust them, they can be very impulsive. I'm afraid that they'll try to handle this situation by themselves."

"Speaking of which, do we know what's going on in Cloud Tower?"asked Griselda.

"No," said Faragonda. "And that's what worries me most. I always said that the most fearsome enemy is the one you can't see."

"Well, those girls faced many dangers before, and came out victorious," said Griselda, like she was trying to reassure herself. "They'll do it fine."

"I hope you're right, Griselda" said Faragonda. "Hope you're right."

…

Meanwhile, in Cloud Tower, Flora, Mirta and Lucy continued their way to the upper terrace.

"We arrived at the sixth floor," announced Mirta. "If I remember correctly, this floor house the dungeons."

"Right," confirmed Lucy. Suddenly, memories of the time the Trix took over Cloud Tower for first time came to her mind. She spent almost two weeks on those stinky and small cells. It wasn't until that moment when she realized how dangerous the Trix were. To think that she wanted to be like them...

The fact that she, along with her classmates, were freed by a fairy only made it even more ironic.

"Let's hope we find somebody here."

They reached the dungeons' wing, and began to register the cells one by one. However, the cells weren't even locked (some of them even had broken knobs). If Griffin and the rest of witches were still in Cloud Tower, they weren't there.

"Hey!" Lucy's voice echoed through the hallway. "Come here!"

Flora and Mirta rushed to where Lucy was inspecting.

"Did you find somebody?" asked Mirta, hopefully.

"No," said Lucy dryly. "But look at that."

In the cell's wall, there was something craved in the stone.

_Find Clarissa Silver_

"Clarissa Silver?" asked Mirta. Then she turned at Lucy. "Do you know her?"

"No," said Lucy with a shrug. "But I don't know all of Cloud Tower's students either."

"Maybe is a witch that broke free from wherever she was," interjected Flora. "We should find her."

"What about going to the upper terrace?" asked Mirta. "I think that we should go there."

"I'm with Mirta," said Lucy. "Besides, we don't know where she is, and it would take ages to explore the whole tower."

Although Flora didn't like the idea of leaving a poor girl alone with hordes of monsters, and those two black knights, she was forced to admit that trying to find her would a take time they didn't have.

"Flora," said Mirta, noticing the fairy's distress. "Remember what Lucy said: Cloud Tower won't harm a witch. That Clarissa would be fine...I think."

Flora smiled weakly.

"Yes, maybe you're right." said Flora.

"We should move," suggested Lucy. "It's obvious that there's nothing here."

However, when Lucy left the cell, she realized that she wasn't in Cloud Tower anymore, but in some kind of ravaged city. Scared, she turned back, and saw Flora and Mirta, strangely unsurprised.

"Mirta?" asked Lucy. "What's going on?"

"It looks like we're about to see another snippet of Griffin's past." said Mirta.

Lucy then remembered that Mirta already told her about the two flashbacks they saw, but she had forgotten about them.

_Grey clouds covered the sky. Most of the buildings were completely in ruins, and some others even set of fire. There were several corpses scattered through the city. Some of them wore black robes with the Ancient Coven emblem, while others wore white clothes with a golden ankh. They also realized that the city has been in ruins for ages, and it's decayed appearance wasn't the result of a battle._

_A witch with long purple hair was standing in front of a young, white haired fairy. The fairy looked exhausted, while Griffin smiled wickedly. The fairy raised his arms, formed a ball of white light between her hands, and threw it a Griffin. Griffin waved her hand, and the ball dissolved in mid air, much to the fairy's shock._

_Griffin then cast a blaze of green fire at the fairy. The white haired fairy created a barrier, but Griffin's attack shattered it effortlessly, knocking the fairy backwards against a wall. The fairy was bleeding from her mouth._

"_Fool," said Griffin, walking towards her menacingly._

"_LEAVE HER ALONE!" said a thundering voice behind her._

_Griffin turned around, and saw a man. The man was a bulky, muscular guy with black hair and a beard. He was wearing white robes, a chainmail and a partial armor that covered his shoulders and forearms. In his right hand he was holding a yellow phantoblade with red edge. Griffin didn't take long to guess that it was a paladin._

"_Don't dare to touch her!" menaced the paladin. "Arthaia, are you okay?"_

"_Tobias, no!" shouted the fairy. "She's too powerful!"_

"_I don't care," replied the paladin firmly._

"_Surrender, fool," said Griffin. "Your army has been vanquished. You know what the we ca do, and what we will do to anybody who stands in our path."_

_However, the paladin wasn't intimidated by Griffin's menace. Suddenly, the paladin's sword began to glow more intensely. The paladin then made a slash motion, and launched a crescent-shaped, energy blast at Griffin. However, the witch stopped the attack with a magic barrier._

_The paladin then charged against Griffin with a battle cry. Griffin used a levitation spell to raise herself on mid air and avoided the attack. The paladin quickly turned at her, and cast a beam of golden light. Griffin cast a blaze of green fire. The two attacks clashed, making a huge explosion. Griffin landed out of the resultant cloud of smoke._

_The paladin came out from the cloud of smoke with fire in his eyes, and charged agaisnt Griffin again. Griffin gestured her hands, and the paladin suddenly stopped. The ground under his feet had turned into mud, and was unable to move. However, the paladin didn't give up, and throwed his sword at Griffin. The witch dodged it gracefully, and laughed. The sword, however, came back like it was a boomerang, and Griffin almost didn't make it alive._

_Angered, Griffin summoned another ball of green fire in her hand, but this time it was bigger and glowed with more intensity, and cast it at the paladin. Griffin's attack knocked the hapless warrior several meters backwards. The fight was over._

"_Impressive," said another male voice. Griffin didn't react, because he knew which voice was._

_The witch was happy. Baltor, no less, had witnessed her fight (and victory) over Tobias and Arthaia, the two commanders of the Army of Lumyon, allies of Domino and the Company of the Light._

"_Excellent job, Griffin," praised Baltor._

"_Thanks," replied the witch._

"_This will teach these wretches not to interfere with our plans. They really had guts to come here and attack us. In one of _our_ bases, no less." said Baltor"Now finish him."_

_Griffin took some moments in answering._

"_W-what?"_

"_You killed the fairy. But the paladin is still alive. Finish him."_

_Griffin was speechless. Did she really killed that fairy? No, it couldn't be true. She didn't hit her that hard._

"_What are you waiting for?" asked Baltor, annoyed. "He's just there, lying in the ground. End his misery already."_

_Slowly, Griffin walked towards the paladin, and raised her hand. A green flame appeared on it. She then realized that she was trembling. She couldn't bear the idea of killing somebody in cool blood. A part of her was telling her to finish the paladin off and show Baltor her might and loyalty, but another part was saying the opposite._

_Seeing that Griffin was taking too long, Baltor cast a blast of black fire at the paladin, ending his life._

Flora and Mirta looked away, not wanting to witness Baltor's cruelty.

"_Here's some advice," said Baltor. "The next time you take that long in killing an enemy, it would be the enemy who will kill you."_

"_Sorry Baltor, I just..."_

"_Don't worry. You are still nervous. But try to overcome that the next time we fight."_

_Griffin wanted to throw up._

_Suddenly, a young man wearing a black armor with the Coven's emblem walked by._

"_Lord Baltor, the remaining Lumyons are fleeing," said the knight. "What are your orders?"_

"_Hunt them down. I want no survivors." said Baltor coldly. "Then, order the troops to head to Lumyon. We will devastated that planet and all the life on it."_

"_Yes, Master," said the knight, walking away._

_Griffin paled when Blator said that._

"_Baltor...is that really necessary?" asked Griffin, uneasy. _

"_Of course it is!" replied Baltor, like Griffin asked something stupid. "We need to teach those goody two shoes who's in command."_

"_B-but, we already defeated them. They won't be a menace anymore." said Griffin. Realizing of Baltor's expression, suddenly added: "I mean, we don't have to waste our forces on an already defeated kingdom."_

"_It won't be a waste, that's for sure. Besides, the Witches love to destroy planets. Return to the base. I have things to do."_

_And Baltor vanished._

_Griffin stood there for some moments, thinking in what just happened. Faragonda's words echoed in her head: are you sure you know what you're doing?_

"_W-witch..." said a nearby voice._

_Griffin quickly turned around, and saw that the fairy she just beat, was trying to stand up. She wasn't dead. Griffin sighed in relief. However, she then realized that the fairy was her enemy, and reacted accordingly._

"_Don't move!" shouted Griffin._

"_Look at me...do I look like a threat...?" asked the bruised fairy._

"_What do you want?"_

"_You...you have to tell..." the fairy began to cough blood. "...have to tell...that they're going to...to attack Lumyon...my son...my family is there...you have to..."_

_Griffin was disturbed by the fairy. Why? _

"_I'm part of the Coven! I'm your enemy!" said Griffin, angry. "Why do you think that I'm going to help you!?"_

"_Because...even you know that this is wrong..." said the fairy between coughs. "You...don't want to do this..."_

_Griffin's composure began to flag._

"_No, you're wrong!" said Griffin. "I...!"_

"_Behind all that darkness...I know...that...that there's the will to do what's right..." said the fairy almost in a whisper. "I can see...it..."_

_The fairy collapsed._

_Griffin fell down on her knees, and for first time in years, began to cry._

The ruined town disappeared, and the three girls found themselves again in Cloud Tower.

"That was horrible!" said Flora in horror.

"I knew that Griffin served in the Coven, " said Mirta. "But that was beyond what imagined."

Lucy didn't say anything. During the flashback, she saw herself in the place of Griffin. Like her teacher, she wanted to be powerful. And like her teacher, went as far as making a deal with the devil to obtain it. And, like her teacher, she found that making a deal with the devil is not a good idea.

"Lucy?" asked Mirta. "Are you okay?"

"Y-yes," replied the tall witch. "I just thought that...Griffin has his office in this floor. We should inspect it. Maybe we could find something useful."

"Great idea!" cheered Flora. "Let's go."

Griffin's office was near, and they could reach it without running into monsters or other menaces.

Like the rest of the building, the office was completely ruined: the floor and the desk were covered in dust. There were spiderwebs everywhere, and lots of books and other items scattered across the floor. There was so much dirt accumulated in the windows that the outside wasn't even visible.

"If Griffin saw her office, she'll gone mad for sure," chuckled Lucy, picking a broken lamp from the floor.

Mirta noticed something in Griffin's desk.

"Hey, it's Griffin's crystal ball!" said Mirta. "Maybe we could use it to call for help. Do you think that you could make it work, Lucy?"

Lucy ran her hand over the ball, revealing a thick cover of dust, and grimaced.

"I don't think so, but I'll try." said Lucy.

"Girls!" called Flora. "Come here!"

Flora was crouched down, looking at something in the floor.

"Did you find something, Flora?" asked Mirta.

"Yes. I found Clarissa Silver."


	8. Chapter 8

**Chapter 8**

"I found Clarissa Silver," declared Flora. "Here it is."

Mirta and Lucy saw that she was holding a book. It was titled _Manual of Amulets, Talismans and Other Small Items of Great Power, by Clarissa Silver._

"A manual of magic amulets?" asked Lucy. "Yes, that's going to be VERY useful."

"Who knows. Maybe it is," said Mirta.

"Lucy, does this book have a special meaning for you? It can be important," asked Flora.

"It's a book used in some subjects, but that's all. I don't know how's that going to help us," said Lucy.

"Maybe there's some sort of secret message on it," guessed Mirta.

"That doesn't help either," replied Lucy dryly.

"Still, we should take a look. All the messages we got were useful, and I'm sure that this will be as well," countered Flora.

"Alright, alright, I'll see if there's something useful," said Lucy in defeat. "I'm not in the mood for arguing..."

Meanwhile, not far from there, the five remaining members of the Winx Club finally managed to enter in the school for witches. Like Flora and Mirta before them, they were more than shocked to see Cloud Tower's ruined state. However, more than the cracked walls, leaks or the overall bad smell, it was the emptiness and extreme silence that scared them most. It was Stella who broke the silence.

"This place really needs some alterations," commented Stella. The other girls glared at her. "What? It's true!"

Bloom ignored Stella's comment and carefully observed the building's state.

"This confirms our suspects that there's something wrong here," stated Bloom.

"Hey, where's everybody?" asked Musa. "I know that classes are over here as well, but there should be some people here."

Tecna was checking her tracker.

"Flora is in exactly in the floor above us," said Tecna, much to the other's girls joy.

"Perfect!" said Stella. "Let's pick her up and get the hell out of this place!"

"Yes, the less time we're here, the better," added Layla.

"Wait, I count two more signals," said Tecna. "I presume that one of them is Mirta, but I don't know who the other may be."

"Maybe another witch," conjectured Musa.

Their conversation was disrupted by Stella once again, but this time wasn't because of one of her untimely cracks.

"Girls, come here! You have to see this!" said Stella from afar. None of them noticed that she began to explore the school on her own.

The girls rushed to where Stella was, and their amazement grew even more. All of them guessed that the large room was a training room like those in Alfea, but this was completely wrecked. There were several burn marks in the walls, as well as lots of small holes in the floor, however, the most glaring damage was a huge hole in the floor. From there, they could see a pile of debris in the floor below.

"There was a battle here," pointed out Layla.

"A recent battle," specified Tecna, taking a closer look at the hole. "The edges of the hole are still hot. And I can perceive some leftover energy from the spells used to open this hole."

"Do you think it was Flora and Mirta?" asked Stella.

"It's the most logical conclusion."

"Judging by the gargoyles we had to fight in the terrace, I wonder what kind of horror they had to face here," said Layla.

"It's me, or all you feel a bit...uneasy?" asked Musa, rubbing herself.

"I already told you. It's Cloud Tower's aura," said Tecna.

"Well, Musa never liked this place," said Layla.

"_None of us_ like this place," said Stella bitterly. "And much less now."

"Girls, focus," said Bloom. "We need to reach the upper floor and find Flora and Mirta before they decide to move on."

Tecna pressed some buttons in her tracker, and the screen displayed a detailed holographic map of Cloud Tower.

"Okay, we're here," said Tecna, pointing the fifth floor. "And Flora, Mirta and an unknown person are here," Tecna was pointing the sixth floor.

"I remember that. It's Griffin's office," pointed Musa.

"Let's go, there's no time to lose," urged Bloom.

The five girls made their way to the sixth floor taking the same stairs as Mirta and Flora.

"Ow!" shouted Stella, quickly turning around.

"Something wrong?" asked Bloom.

"Yes, something smacked me in my back of my neck!"

"Stella, there's nobody behind you..." said Layla.

Stella realized that Layla was right.

"Anyway, somebody hit me!" complained Stella.

"Maybe you just imagined it, although I can see why, this place gets on my nerves too..."

"Ow!" shouted Bloom, quickly turning around as well. "Something smacked the back of my head too!"

"What's going on here?" asked Layla.

Suddenly, Layla felt that a rocky hand grabbed her ankle and made her trip and fall down the stairs, Unfortunately, she dragged Stella and Tecna with her, and landed in a landing they passed seconds ago. Bloom and Musa went to see if they were okay.

"What a fall! Are you okay?" asked Musa.

"Next time, watch your step!" said Stella, angered.

"It wasn't my fault! Something made me trip!" protested Layla.

"Are you sure it wasn't your imagination?" asked Stella mockingly.

"Please, stop! This is no time for pointless fighting!" said Bloom. "We have to rescue Flora and Mirta, remember?"

"Yeah, sorry..." apologized Stella before standing up and smoothed out her clothes. "Let's continue before this place finishes us off..."

A far but loud roar echoed through the stairs.

"Okay...what was that?" asked Layla.

They could heard the roars again, but this time were louder. What happened next would be something they never forget in their whole lives. The door that lead out to the landing suddenly grew lots of teeth and began to swallow the whole landing, while uttering roars. Bloom said the obvious.

"RUN!"

The five girls ran like there's no tomorrow, while the giant mouth devoured the stairs. After what it seemed an endless race, they reached the sixth floor, and slammed the door that lead out to the stairs. Whatever it was chasing them tried to knock the door down, but it desisted after several minutes.

"Is that thing gone?" asked Musa.

"I think so," replied Tecna.

"Too bad that we have now another problem...Look!" said Stella, scared.

Back on Griffin's office, Lucy was still studying the talisman guide in order to find something that could be helpful, but there wasn't any luck. Meanwhile, Flora and Mirta were trying to activate Griffin's crystal ball. The fairy and the half witch were focused in making it work. Suddenly, the ball began to glitter

"It works!" said Mirta.

"Don't lose your concentration!" warned Flora.

Lucy closed the book and came closer, expectant.

"Continue like this, Mirta, you're doing it fine!"

Suddenly, the crystal ball let out a powerful flash, blinding the three girls alike. When the bright light disappeared, they weren't in Cloud Tower, but in one of Alfea's rooms. In said room, a younger and saddened Griffin talked with Faragonda.

"_You were right," said Griffin. "You were right about everything."_

_Faragonda didn't reply. She was looking at the witch with serious expression._

"_I want to quit," said Griffin. "The Coven is not a place for me. I...I want to be with you. I want to join the Company of The Light."_

_Faragonda slowly stood up, came close to Griffin, and hugged her._

"_I'm so happy to hear that," whispered Faragonda in Griffin's ear._

"_I'm sorry," said Griffin. "Sorry for all the things I told you. Sorry for all the bad things I've done. And sorry for being so blind." cried Griffin._

"_Maybe that's true," said Faragonda. "But at least, you realized of your mistake in time."_

"_Is there any time left?" asked Griffin, hopefully. "Can we stop the Ancestresses?"_

"_Yes, we can," said Faragonda. "But you have to tell us everything: their plans. The location of their bases. Number of troops. Everything."_

"_I will," said Griffin. She was eager to say all the things she knew about the coven._

"_However, first I must cut your connection with your former allies," said Fargonda. "Your arm, please."_

_Griffin removed the long glove from her right arm, revealing a tatoo on it. It was the emblem of the Coven. But it was much more than a distinctive mark. Fargonda's hands began to glow white._

"_I won't lie. This will hurt. A lot,"_

"_I don't care. Go ahead."_

_The very moment Faragonda put her glowing hands on Griffin's tatoo, the witch let out a loud scream._

The short flashback ended, and they found themsleves again on Cloud Tower.

Suddenly, the crystal ball start making weird noises and cracked. Smoke began to come out from it, while getting bigger, until the crack was so big that the ball broke in a thousand pieces. Mirta and Flora were downbeat.

"Yup, Griffin is going to be really mad when she sees this," chuckled Lucy.

Mirta's phone rang again. Another text message.

_Your friends are here_

Both Flora and Mirta beamed with excitement.

"Do you think that...?" asked Mirta.

"It must be them!" said Flora. "Where can they be? We need to find them!"

"Silence," said Lucy. "Don't you hear that?"

They pricked up their ears, ad noticed that Lucy was right. They could heard voices coming from afar. Young, female voices. It has to be them.

"Come on, let's go!" said Flora, extremely happy to know that her friends were here.

"Not so fast, fairy!" said Lucy, grabbing Flora by her wrist.

"Lucy, what are you doing?" asked Mirta.

"Did you forget what happened when you found me yet?" asked Lucy. "It can be a trap."

"Maybe, but maybe not," replied Flora. "If they're here, they probably came here to rescue us. We should meet them."

"Alright," said Lucy. "But if it's a trap, I won't stay and help you."

"Deal," said Flora.

The three girls followed the direction of the voices, until they reached one of the classrooms. There, the rest of the Winx Club, all in their enchantix form, were fighting against a giant spider.

The spider shot several strings of web at Stella, who was able to dodge them.

"You better not lay any of that goo in my hair!" shouted Stella, indignant.

"Stella!" called Flora.

"Hey, it's Flora! And Mirta! And that friend of Mirta who's name I don't remember!" said Stella, forgetting about the spider for a brief moment. Lucy frowned at her last line.

"I think that we should give them a hand, don't you think so?" asked Mirta.

"That would be very nice," said Layla.

"Enchantix!" shouted Flora and Mirta in unison, and turned into their advanced fairy forms, and joined the battle.

The fight was short, since the spider wasn't half as though as the black knights (which Bloom and the others didn't have the pleasure to meet them), but still rput up quite a fight. After taking several shots from the fairies (and Lucy), the spider ran away, emitting creepy shrieks.

Shortly after the fight was over, the Winx girls rushed to hug their missing member and Mirta, expressing their joy for finding them. Lucy looked at the fairies, and grumbled something inaudible.

"You have no idea of how happy I am to see you girls!" said Flora, overwhelmed by emotion.

"When we realized that you were taking too long to come back, we immediately knew that something bad happened," said Bloom.

"By the way, Mirta, you earned your Enchantix!" said Stella.

"Yeah, tell us, how it was?" asked Musa.

"Please, don't overwhelm them," said Bloom. "After all the time they've been here, they must be exhausted."

"We should go to a safer place and rest," said Layla. "If such thing exists here..."

"Let's go back to Griffin's office," suggested Flora. "We will talk there."

Back at Griffin's office, they began to tell their tale. The first one was Lucy, who explained all over again how she found Cloud Tower in ruins, and she and her students were hunted by a mighty black knight.

Flora and Mirta told them all what they did and what they saw since they arrived there, including all of Griffin's flashbacks, how they found Lucy, but it was a trap set by the black knights, and how Mirta earned her Enchantix. Flora also said that, during a brief moment could come into contact with the entity who was controlling the school.

"But where's Griffin? Or the teachers? Or everybody, for that matter?" asked Stella.

"We don't know," said Mirta with a shrug. "Lucy is the only witch we found."

"And before you ask, no, I don't know where I've been when that knight captured me," said Lucy.

"I guess that you don't know who sent you those text messages either," said Tecna.

Mirta shook her head in response.

"Anyway, now that you're safe, we should leave this place as fast as we can, and tell Faragonda about what we've seen," said Bloom.

"We can't leave," said Flora. "All the doors and windows are locked. There's no way we can't escape. That's why we're going to the upper terrace."

"Oh, there _is_ a way, my dear," said Stella, smiling.

Flora, Mirta, and Lucy opened her eyes wide.

"How? Tell us!" demanded Lucy.

"The same way we entered," said Bloom. "With this."

Bloom then showed Cloud Tower's master key. Lucy recognized the key immediately.

"How did you get that?" asked Lucy. The idea of a fairy having free access to the school made her to feel a bit uneasy.

"Faragonda had it. Anyway, now-"

Suddenly, a dire, spiked black rat came out from nowhere and snatched the key from Bloom's hands with its jaws.

"What the hell...?" asked Musa.

"The key!" screamed Stella. "Don't let her go!"

They tried to catch the rat, but the rodent dodged them easily. It made its way out of Griffin's office.

"Don't let it go! That key is our only chance to escape!" shouted Layla.

And said chance to escape was quickly escaping from them...


	9. Chapter 9

**Chapter 9**

Eight girls were clumsily chasing a rat. It would be something funny to see if said rat didn't steal their only chance of escape. It seemed that the rat was simply looking for a hideout, but, like everything in that wicked building, was controlled by an evil entity, and the rat was driving the girls to some specific place. Too bad that the girls didn't realize of it until it was too late.

"Come here, you little, stinky bag of fur!" shouted Stella.

The rat took the stairs to the seventh floor, and the girls obviously went after it. When they crossed the door of the seventh floor, they lost sight of the little thief.

"Tecna, can you use your tracker to find that rat?" asked Stella.

Tecna simply glared at Stella.

"I'll take that as a no."

"Don't worry, in this floor, that rat has no place to hide," said Lucy. "There are only a meeting room, a storage room and the main lecture hall."

"I think that I can find it," said Musa. "But I need you to be completely silent."

The girls nodded in response.

Musa closed her eyes and prick up her ears. Her super sensitive ears grasped thousand of noises from the whole building. Her brain quickly began to discard those noises she wasn't looking for, until she completely filtered all of them and could only hear the rat's squealing. She got it.

"I got it! Follow me!" shouted Musa as she lead the rest of the group through the small floor. "It's behind this door!"

The girls entered in the room, and gasped in shock to see that the two black knights were there, waiting for them. The rat, with the master key still on its mouth, was next to them. Like a trained pet, the rat gave the key to one of the knights, and high tailed it from there. The knight then crushed the key with his metallic hand, reducing it to small shards.

"Oh no..." lamented Layla. "How are we going to return to Alfea now?"

"I'll better say what are we going to do with those guys!" said Mirta, visibly worried. If dealing with one of them was a nightmarish fight, she couldn't imagine how they could defeat those two iron monsters.

"So, those are the knights you faced before, Flora?" asked Bloom.

"Well, we only faced one of them," specified Flora.

"Well, tell us what did you do to beat them," said Musa.

"We didn't defeat him, we made him fall through a hole," said Flora.

"Well, I guess that we'll have to test how strong these guys are. Enchantix!" shouted Bloom, and she and the six other fairies turned in their fairy forms. Musa was the first one to attack. She chose the knight with the sword as target.

"Sonic Boom!" shouted Musa, casting her trademark attack, a concentrated sound wave. However, Musa's attack simply bounced on his armor. Musa's was speechless. "He...he's unharmed!"

"Let me try!" said Bloom, coming near Musa. "Dragon Fury!"

A dragon made of fire came out from Bloom's hands and arced over to crash on the knight, making an explosion. When the resultant cloud smoke faded, Bloom could see, much to her chagrin, that her attack did little damage to the knight, other than setting his armor red hot.

Apparently, the knights decided that it was their turn to attack, and they charged against the shocked girls. Although the knights' attack was evaded, they forced the girls to disperse.

"There's no way we can beat them," said Mirta. "They're immune to magic!"

"We don't know that for sure!" said Stella, optimistic. "Sun Burst!"

Stella cast a beam of solar energy at the knight with the morning star, but the knight was once again unharmed. The knight prepare to strike Stella with his dreadful weapon.

"Stella, watch out!" shouting Teca, flying in front of her. "Firewall!"

A green shield of electric energy surrounded her and Stella. However, the knight's morning star blow shattered Tecna's shield like it was made of thin glass, and the impact hurled Tecna and Stella back against a wall.

"Stella, Tecna!" shouted Bloom. "Are you okay?"

"I've been better," complained Stella.

"Girls, I'm going to heal Stella and Tecna, so I need you to keep those knights distracted," asked Bloom.

"Don't worry Bloom, leave that to us!" said Layla, upbeat. She then flew towards the knight with the morning star. "Hey, you, over here!" taunted Layla as she cast several morphix waves at him.

The taunt worked, and the knights forgot about the two injured fairies and Bloom, and faced Layla.

"Any plan, Layla?" asked Flora. "I've warned you before, but none of our attacks will have any effect on them."

"Maybe they're immune to direct magic, but let's see what they can do against THIS!"

Layla then created chains of morphix around the knight's knees, waists and arms, rendering him partially immobile and forcing him to drop his weapon.

"Good idea, Layla!" praised Flora. "But we still to find a way to finish them off permanently. That won't hold him for long."

Meanwhile, the knight with the giant butcher knife was dealing with Mirta, Lucy and Musa. The fairy of music cast some more sonic attacks on him, but it had no effect. The knight charged against them, ready to slice them to pieces, but the girls dodged the attack gracefully.

"Magic immunity or not, they must have some weak point," wondered Musa.

"Good luck finding it," said Lucy.

"I have an idea," interjected Mirta. "Let's try to disarm him."

"It may work," said Lucy.

"I'll draw the next attack," said Musa.

Musa began to cast several sonic blasts at the knight in order to get his attention. It worked, and the knight charged once more. Musa easily dodged the attack by flying over it. However, the knight did something that none of them expected: right before failing the swing, he suddenly turned around, and used the broad side of the sword to knock Musa down. Her head was bleeding.

"Musa!" shouted Mirta, rushing to help the music fairy, and unfortunately, couldn't see the knight's kick, and the fairy of emotions followed the same fate as Musa.

Meanwhile, the knight of the morning star struggled against Layla's morphix while she and Flora blasted him with their attacks, with no effect.

"We're just wasting our energies," lamented Flora. "We need to think in something that can damage them for good!"

"Bloom, how are you doing?" asked Layla.

"I've almost finished!" said Bloom, who was still healing Stella and Tecna. It was a miracle that they didn't have any broken bone.

"Hurry up, he's going to break my morphix chains!" said Layla.

"I need more time!" said Bloom.

The knight finally broke free, picked his weapon and charged against the fairies. Fortunately, Flora reacted just in time. She joined her palms, aiming at the knight and cast a spell.

"Nature's breath!"

A current of green energy gust came out of her hands and surrounded the knight, trapping him between gale-force winds. That would buy Bloom some time, but she couldn't hold him for too long.

In the other side of the room, the knight with the sword walked towards Mirta and picked her up by her neck. He raised her above his head, and raised his sword, ready to finish her off. Lucy was speechless, watching how her best friend's life was about to end by that monster's sword. No, she couldn't stand there and watch.

The tall witch felt an adrenaline rush, and cast a spell while uttering a threat.

"RELEASE HER, YOU BASTARD!"

Lucy cast a beam of green and blue energy that wrapped around the knight's neck. Lucy, feeling the strength of a thousand men running through her whole body, pulled the magical leash and made the knight trip back, dropping Mirta in the process, as well as his weapon. She didn't know how she managed to take down a giant. Wasting no time, and ignoring the sudden pain of her arms, she rushed to see Mirta.

"Mirta! Mirta!" said Lucy desperately while shaking her body.

Mirta opened her eyes.

"Lucy?...What?" asked Mirta.

"There's no time to speak!" said Lucy, noticing that the black knight was standing up and picking his sword. "RUN!"

"Wait! Musa...!"

Lucy sighed, and rushed towards the unconscious music fairy, and picked her up with Mirta's help. The knight then charged against the trio of girls, who were fleeing towards the rest of the group.

Speaking of which, the knight with the morning star already broke free from Flora's wind prison, and was ready to smash the two fairies to pulp. The shadow of the deadly spiked ball the end of a chain loomed over them like storm clouds before the first lightning, however, they were able to avoid the deadly impact. However, the knight attacked again, giving the fairies no time to counter attack or think a strategy, only to flee.

"Some help over here!" asked Lucy, holding Musa along with Mirta, who were coming towards Layla and Flora. The knight of the sword where behind them.

Flora and Layla picked the witch and the two fairies, and raised in mid air, avoiding the knight of the sword's lethal charge. In fact, they didn't just dodged his swing, but due to the knight's momentum, he couldn't stop in time and the knight of the morning star, who was chasing Layla and Flora, took the blow. Such power was put in the attack that the knight of the sword literally cut his 'partner' in two halves. From above, the fairies and witch could see that there was nobody behind the armor, only black rocks.

"Did you saw that?" asked Lucy, amazed.

"Some luck, at last," said Mirta. "One less, another one to go."

Layla and Flora left Lucy, Mirta and Musa in the floor.

"Musa is very injured," said Layla worried.

"I'll take care of her," offered Flora.

"Mirta, are you okay?" asked Lucy, who noticed that Mirta was trembling.

"Yes, I can keep fighting..." said Mirta weakly.

The remaining knight targeted Layla, and charged at her. However, he suddenly was struck by a fireball. He turned around, and saw Bloom, flanked by Stella and Tecna, completely recovered, floating in front of them. They all held their hands.

"Convergence: Starlight Nova!" said Bloom, Stella and Tecna in unison.

A yellow shinning ball of energy with reddish edges, mimicking a miniature sun formed before the three fairies, and cast it towards the black knight, creating a huge explosion.

It seemed that this time the attack had some effect, since the explosion hurled the knight several meters backwards, and his armor looked to be damaged.

"Ha! Did you like that, bully?" bragged Stella.

"Don't sing your praises yet, Stella," said Tecna. "This battle isn't over."

Although beaten, the knight stood up once more. However, grabbed his sword, and prepared for attack.

"I think that this could be useful," said Layla, grabbing the morning star from the deceased knight from the floor. It was very heavy.

"Maybe their weapons can harm them, but none of us has enough strength to deal a blow powerful enough to harm them," said Bloom.

"Maybe not, but maybe physics can help us," interjected Tecna. "If any of us, while holding the mace, spins at enough speed, the resultant kinetics will make the impact much more powerful."

Stella was puzzled.

"Excuse me?"

"I'll do it," said Layla, who did understand Tecna's plan. She held the morning star and began to spin.

"Hey, did I miss anything?" asked Musa, now partially healed, as she and Flora returned to the battle.

"Oh, nothing important. We already beaten a knight, and Tecna just came up with a way to defeat the remaining one," said Stella.

"Okay, girls, we need to hold him for some moments," said Bloom. "Until Layla is ready."

"Let's trap him in a force field," suggested Tecna. The rest of the girls agreed.

The knight charged against the girls, but they dispersed and surrounded him. All of them then trapped the knight inside a force field. The knight tried to break free by hitting the shield, but it was much more resistant, since there were six fairies and a witch holding it. A few seconds later, Layla was ready to unleash her attack.

"NOW!" shouted Layla as she threw the morning star at the knight.

The girls stopped holding the shield, and the knight was hit by the incoming morning star. The hit was so massive that it tore the knight's head from his body, as well as his right arm. The knight then stood there for some seconds, and fell down, causing a small tremble.

The fight was over.

…

Moments later, the girls were resting after the huge fight against the black knights. The Winx Club dealt with powerful enemies, but fight against something that shook off their spells like they were water was a challenge.

Stella, Tecna and Musa came off badly in the fight worse than the rest, followed by Mirta. Fortunately, they were all healed by Bloom. Independently of the fight's injuries, all of them felt incredibly exhausted.

The knights weren't human, like Flora suspected the first time she saw them, but artificial beings made of rocks and iron. Mindless golems controlled by an evil entity, that now laid destroyed and defeated near them.

"Fascinating," Tecna's voice broke the silence.

They turned at her, and saw that she was looking at the knight's remainders.

"Only Tecna would find a rock fascinating," said Stella dryly.

"Very funny," replied Tecna. "But this is everything but a rock."

That statement attracted their curiosity.

"Come again?" asked Musa.

"These rocks are dark energy solidified due to hyperconcentration," explained Tecna. "That's how they were immune to magic."

"I didn't know that dark energy could be used that way," said Lucy.

"Besides, this isn't the first time we deal with this," continued Tecna.

"What do you mean?" asked Bloom.

"The Obsidian Circle was made of this very same material," declared Tecna.

The Obsidian Circle. None of them had good memories from that place. Especially Bloom.

"Hey, what's this?" asked Stella, picking a book from the floor.

Lucy immediately recognized the book.

"Oh, it's a book we picked before reuniting with you guys," said Lucy. "We thought that it could be useful, but we were wrong. I guess that I dropped it during the fight."

Stella glanced through the book, and opened her eyes widely.

"You're kidding, right?" asked Stella.

"What do you mean?" asked Lucy, confused.

"Are you telling me that a book with information of the very same enemies we fought just moments ago WASN'T USEFUL?" asked Stella, irritated.

Lucy gasped, as well as Flora and Mirta.

"Let me see!" said Lucy while snatching the book from Stella's hand.

In fact, there was an image of the knights that had tormented them relentlessly. They were called Obsidian Slayers. Golems created to slay fairies and wizards. They were summoned using a talisman named The Obsidian Eye, which was being crafted in a place called The Forge of Nightmares many centuries ago. There was also lots of information about the knights: attack patterns, abilities, limitations, potential weaknesses...

Lucy was overwhelmed by shame. They had the key to defeat the knights, but she didn't see it.

"We still have a problem," said Musa. "Those guys destroyed the key. How are we going to return to Alfea?"

"Lucy, Flora and I went to the upper terrace," said Mirta. "I don't know what will we find there, but it's all what we have."

"I guess that there aren't too many options," said Bloom. "To the terrace, then."

Partially recovered from the battle, the Winx Club, Mirta and Lucy made the last path until the upper terrace without any incident. Unlike many of the building's doors, the terrace's door opened swiftly, letting a cold air current in. In the terrace, a lone figure stood before them: it was Griffin.

"Miss Griffin?" asked Lucy.

Griffin began to clap apathetically.

"Once again, the Winx Club overcame all the obstacles and dangers in their way, engrossing their already legendary reputation. Congratulations, girls."

Neither of them knew how to react.

"But sadly, your journey ends here," continued Griffin. "Because before you lies an obstacle that you won't overcome."

"Miss Griffin, are you okay?" asked Mirta.

Griffin laughed.

"It's not me whom you should be worried about, you little traitor..." said Griffin, while her hands were glowing green.


	10. Chapter 10

**Chapter 10**

None of the girls understood what was going on. What did Miss Griffin mean by what she said?

"Miss Griffin, what are you doing?" asked Lucy, visibly worried.

"You'll see it soon..." said Griffin in a menacing voice.

"We came here to help!" said Mirta.

Griffin laughed.

"Like I said before, it's not me who's in need of help..."

Griffin raised her arms, and yelled some arcane words. Suddenly, all of them realized that they weren't in Cloud Tower anymore, but in some sort of ruined city. The land was rough, a cold wind blew, gray clouds covered the sky, although they didn't blocked the sun completely. Mirta, Flora and Lucy recognized the place: it appeared in one of Griffin's flashbacks.

"What's going on?" asked Layla.

"Oh, this is just in case you want to run away," explained Griffin. "As you can see, we're far, far away from Magix."

"Why are you doing this?" asked Stella.

"That's not Griffin," concluded Tecna.

Griffin began to clap again.

"Bravo, fairy," said Griffin. "Although that's only half true. This is Griffin, indeed, but how she should be."

Nobody missed that she was now talking in third person.

Bloom asked the obvious:

"Who are you?"

"That question is irrelevant," said Griffin. "But let's say that I'm someone who wants to set things right."

"Set things right?" blurted out Musa. "Do you call what you've done with Cloud Tower 'set things right'?"

"Speaking of which, where are the rest of the witches?" asked Lucy.

"Don't worry, they're fine," said Griffin. "I wouldn't harm any of them. They're young and misguided, but fortunately I can fix that...too bad that I can't say the same about you."

"That's enough!" shouted Stella. "Enchantix!"

"Stella, wait!" said Bloom.

Stella converted in her fairy form, and rushed to battle Griffin. The apparently possessed headmistress grinned.

"It seems that this little fairy wants some action," said Griffin.

"More than what you may bear!" shouted Stella, right before turning her ring into a scepter. "Solar Flare!"

Stella released a wave of light at Griffin, but the witch protected herself with a shield.

"That's the best you can come with, fairy?" asked Griffin. "Chaos Flames!"

Griffin counterattacked with her trademark green fire attack, that took Stella totally by surprise. She instinctively covered herself with her arms, but took the whole attack. The rest of the girls rushed to help her.

"Stella!" said Bloom. "Are you okay?"

"Yes," said Stella, standing up "I don't remember Griffin being this powerful!"

"It's obvious that whatever has her under its control has enhanced her powers as well," said Mirta.

"Watch out!" said Layla, realizing that Griffin was about to attack again.

Griffin raised her hands, and conjured an even bigger green fireball, and threw it at the girls. They were able to avoid the impact, but the subsequent explosion knocked them aside.

"Let's finish this already," stated Bloom. "Enchantix!"

Bloom and the rest of the fairies turned into their fairy forms, ready to fight. Griffin seemed oddly pleased.

"Excellent!" said Griffin. "Give me your best shot!"

"Regarding of her power, I doubt that Griffin can resist a convergence spell," said Musa.

"That may kill her as well," replied Tecna. "We must find a way to free her from whatever is controlling her."

"I think that I have the solution," said Bloom as she took her fairy dust vial, and poured it over Griffin.

"Fairy dust?" asked Griffin. "That little fairy trick won't work on me!"

"It has no effect!" said Bloom, shocked. "How it can be?"

"Maybe that thing is immune to it," wondered Tecna. "I guess that we have to beat her the old fashioned way."

"We could weaken her first," suggested Musa. "And then use the fairy dust."

"Let me try," said Flora. "Green Luxurious Ivy!"

Ivy plants grew from the ground and wrapped around Griffin. However, Griffin surrounded herself with green fire, burning the plants in the process. She then summoned a ball of dark energy and threw it at Flora, knocking her down.

"Flora!" shouted Mirta, rushing to help her.

"Don't worry, little reject, all of you will follow her fate as well!" menaced Griffin. "Meteor Storm!"

The clouds suddenly turned red, and big balls of rock and fire began to fall from the sky. The meteors created huge implosions upon impact, forcing the girls to disperse and retreat. They hid behind some wrecked buildings.

"Damn! She's trashing us!" said Stella in frustration.

"We realized of that, Stella," said Musa.

"Then why don't we do something about it?" asked Stella. "It's Griffin, for God's sake, not Darkar nor Baltor!"

"We can risk hurting her too much!" interjected Lucy. "Remember that she isn't herself."

"And being reduced to ashes is better?" asked Stella dryly.

"Imagine what would you do if Faragonda was in her place."

"However, Stella's right," said Tecna. "We can't mess around anymore!"

A meteor crashed on the girls' hideout, forcing them to go out to the open. Although the rain of meteors finally stopped, the whole place was on flames because of it.

"Where's Griffin?" asked Mirta, looking around.

"I don't know, I can't see anything with all these fire!" said Musa.

"Maybe I can do something about it!" said Layla as she flew higher. Layla extended her arms, closed her eyes and concentrated. Suddenly, it started to rain, although pouring would be a better term. The flames began to shrink until they were nothing but smoking embers.

"Great job, Layla!" praised Musa.

"I still don't see Griffin," said Layla, looking around.

As if on cue, Griffin appeared behind her, and blasted her from behind, and fell down, much to the girls' horrors. Fortunately, Bloom reacted in time to catch Layla before she crashed into the ground.

"Is this all the power of the Winx Club?" mocked Griffin. "It's really this all what you can do? What a disappointment."

"Okay, I had enough of that hag!" shouted Stella as she flew to face Griffin.

"You again?Did you come here for more?"

Ignoring the taunt, Stella prepared to unleash one of her most powerful spells, as her whole body glowed gold like the sun itself.

"Sunbeam Supernova!" shouted Stella as she cast a explosion of sunlight from her body.

Griffin tried to block the attack with a shield like she did before, but since Stella didn't spare any energy in order to make the attack as strong as possible, the shield could only absorb a small part of Stella's spell, and the old witch received the attack almost in full force, knocking her down like she had done with Layla.

"Ha! What do you think about us now?" said Stella.

Griffin rose from a pile of debris.

"I see that you're now showing your real power," said a injured Griffin. "Good..."

"Why does she want us to injure her so badly?" wondered Tecna.

"I don't know," said Lucy. "But this can be only a part of her plan."

Hobbling, Griffin walked toward them.

"You're really strong," praised Griffin. "And you have power, indeed. And now, I'll test that power!"

Griffin stopped, and levitated a few meters into the air.

"It's over!" said Bloom. "You can't barely stand up!"

"Oh, it's not over, my naive fairy," said Griffin, as a dark aura enveloped her whole body, and grew. "In fact, the _real_ battle starts now!"

"Impossible!Her energy is increasing!" said Tecna, alarmed.

As the dark aura grew, it also began to take shape. Two long, thin and shady arms ending in pointy fingers sprouted from its sides, and something similar to a head formed in the upper part. Instead of legs, its body ended in several tentacles. Griffin was now inside a giant being made of pure darkness.

"And now, fairies, you'll DIE!" shouted Griffin. Griffin's voice was superimposed onto another deeper voice.

The giant shadow monster swoop the girls with one of its dire arms like they were flies. Seriously wounded, the girls stood up.

"What the hell is THAT?" asked Musa.

"It's a demon known as Void Lord," said Lucy. "A being of pure darkness that needs to possess a physical body to survive. It's very powerful."

"Fine. How can we beat it?" asked Stella.

"I don't know," said Lucy. "I didn't even know that they still existed."

"I guess we just found out," said Bloom.

"Look out!" shouted Layla, pointing at the Void Lord's incoming swing.

"Heat Flare!" shouted Bloom.

Bloom created a sphere of fire in front of them, and the Void Lord's attack hit it instead of the girls, burning its arm in the process. However, it quickly regenerated.

"I have a plan," said Tecna. "Flora and Layla, try to immobilize it, meanwhile the rest of us will blast it."

"I hope it works," sighed Layla as she and Flora flew towards the shadow monster.

"Yes, fairies, come to your doom," said Griffin from inside the Void Lord.

"Oh, will you shut up?" asked Layla, annoyed. "Morphix Chains!"

Like she did before with the black knights, Layla summoned strings of morphix that wrapped around the shadow giant's body, rendering it immobile. However, Layla found that the Void Lord was even stronger than the knights.

"Do you think that your chewing gum will stop me?" asked Griffin, struggling.

"This will help as well," said Flora. "Nature Grasp!"

Several roots grew around the dark creature and entangled around its body.

"Okay, it's all yours!" said Layla.

The remaining six girls cast powerful beams of energy at the shadow monster, ignoring the fact that they could harm Griffin as well. The six attacks created a huge explosion upon blasting the black monster, who let out a frightening shout of pain. When the smoke of the explosion faded, they saw that the Void Lord was very damaged, but quickly recuperating.

"Nice try, girls," said Griffin. "But useless!"

The attack also destroyed Layla's morphix and Flora's plants, so the Void Lord was again free. Suddenly, the monster began to dilute until turning into shapeless dark energy again, floating around Griffin.

"Hurricane of Nightmares!" shouted Griffin.

The dark energy began to revolve around the old witch until it turned into a huge, black tornado that trapped the girls on it. The hopeless girls screamed while Griffin laughed maniacally. Lucy tried a desperate move.

"Lash of Agony!" said Lucy while casting the same green and blue energy chain that used with the black knight before, and wrapped around Griffin's neck. The witch let out a scream of pain, and the tornado suddenly stopped. The dark energy reshaped again the form of the Void Lord, and broke Lucy's attack.

"Well done, Lucy!" said Mirta.

"Don't thank me yet," said Lucy. "We're still on a losing streak."

However, Lucy's attack had caught Tecna's attention.

"When you attacked Griffin, the tornado stopped," stated Tecna. "Maybe we're approaching this from a wrong point of view."

"What do you mean?" asked Musa.

"We've been trying to harm the Void Lord, with no success, but we didn't try to attack Griffin."

"You're saying that...Griffin is its weak point?" asked Bloom.

"Correct. It makes sense. The Void Lord seems to feed on Griffin. It needs her. But if we damage its source of energy..."

"We'll force it to leave Griffin's body, right?" said Mirta.

"But, if we don't measure our attacks, we could kill her," said Bloom.

"Let's do it," said Lucy. All the girls looked at her surprised.

"Are you sure?" asked Stella. "What about what you said before?Aren't you worried about her?"

"Of course I am!" said Lucy. "But no matter how much I admire or care about Griffin, there's no other choice. Witches are taught to do what it has to be done, even if it entails a sacrifice."

The Winx girls were shocked by such statement.

"Besides, Griffin would want us to do it."

"Okay, let's go," said Tecna. "Same strategy as before, except that this time we will aim at Griffin."

And so they did. While Stella and Musa distracted the Void Lord, Flora and Layla trapped it in a prison of morphix and entangling plants. The remaining girls attacked again, this time aiming at its heart, and with less powerful attacks. The first wave partially damaged its chest.

"Quick, another barrage, before it regenerates!" hurried Tecna.

The second array of spells damaged its chest completely, as well as Griffin. The Void Lord screamed in agony, while trying to break free from its prison. After the third wave of attack, they wondered if Griffin was still alive, but so was the Void Lord.

"It doesn't work!" said Stella. "No matter how many times we hit her, that thing doesn't go away!"

"That's because it won't go by itself,"said Mirta. "We need to tear it off from Griffin's body."

"And how are we going to do that?" asked Lucy.

"With this," said Mirta, picking his fairy dust vial.

"Of course!" said Bloom. "Let's do it!"

The seven fairies flew in circles around the injured shadow monster, and poured the fairy dust on it. The Void Lord screamed in agony and twisted itself, leaving Griffin's body while losing its form until turning into a shapeless mass of dark energy. Finally, it let out a loud scream and disappeared in the horizon.

The next second, the eight girls plus an unconscious Griffin found themselves again in Cloud Tower's upper terrace. It was finally over.


	11. Chapter 11

**Chapter 11**

After the exhausting fight, the Winx Club plus Mirta and Lucy raised victorious over the Void Lord, and were now back in Cloud Tower. Griffin was unconscious, and very injured, but was still alive. Bloom used her powers to heal her. Although she did not wake up, she now looked much better.

Despite how much they had to go through in order to get out of there, Mirta felt the urge to enter in Cloud Tower again. The half witch saw that her former school wasn't in ruins anymore; it had the same aspect as always. It was still dark and gloomy, and looked like a haunted mansion, instead of a ruined haunted mansion. However, that wasn't the only thing that caught her attention.

"Hey, come here!" called Mirta from the inside.

The witches finally reappeared. They found all of them, lying unconscious across the whole tower. They check them, but they looked fine, only exhausted. They also noticed that none the monsters weren't there anymore.

They took Griffin to her office (which, like the rest of the building, was now back to normal. Even her crystal ball was now unbroken), and laid her on a couch. Griffin slowly started to regain her consciousness.

"Ugh...my head..." groaned the headmistress.

"Don't move," ordered Tecna. "You still need to rest."

"Where am I?...what happened...?" asked the confused witch. Lucy walked to her.

"Don't worry, Miss Griffin," said Lucy in a reassuring tone. "Your nightmare is finally over."

Griffin sighed in relief.

"I saw that you defeated the Void Lord," said Griffin. "Great job. Faragonda will be proud of you, like always."

"Wait, did you know about the Void Lord?" asked Layla, shocked.

"Yes. I was somehow aware of what was going on. In fact, this is still my school."

"Wait a minute!" interjected Mirta. "The text messages I got...it was you?"

Griffin nodded in response.

"Yes. It was me who allowed you to enter here in the first place,"

Mirta was shocked to hear that.

"Then why you didn't let us escape? Or why you didn't tell us it was you who were sending those messages?" asked Mirta.

"First, because if I let you escape, you'll probably ask for some help, but it would be too late. And second, because the Void Lord knew everything you knew. If you knew it was me, the Void Lord would harden its control over me and I wouldn't be able to help you."

"Clarissa Silver...?" asked Lucy.

"I remember seeing those black knights somewhere," said Griffin. "And I thought that that book would help you. Although it didn't."

Lucy lowered her head in shame.

"Still, you didn't need the book at all."

"Wait a minute," said Flora. "Did you really think thatMirta and I alone had a chance against the Void Lord?"

"Of course not," replied Griffin. "But I was sure that your friends would drop by once they realize you were missing."

"I have a question," said Stella. "Why does this place looked even worse than usual?"

The other girls glared at Stella's tactless question, but Griffin play it down.

"I have no answer to that, although it may be a side effect of the Void Lord's control of it, since Cloud Tower is bound to that who controls it."

"That explains the presence of the monsters as well," said Musa.

"And why our cell phones didn't work," said Lucy.

Mirta checked her cell phone, and saw that it had network coverage again. The first thing she did was to call Faragonda.

…

Some hours later, the now reanimated witches were taken by Red Fountain ships to the Magix General Hospital. Upon checking some of the witches, Faragonda found that they were victim of a very powerful soul corruption spell, that had been abruptly interrupted. If the spell had been finished, the witches would probably have turned into mindless or chaotic creatures, but fortunately that didn't happen. It seemed that the spell was slowly reverting, but she didn't leave anything to chance. Griffin agreed with her decision.

Speaking of which, they both were supervising the move.

"You know, I'm starting to worry," said Griffin, breaking the silence.

"What do you mean?" asked Faragonda.

"I've lost the count of how many times Cloud Tower has been saved by fairies," said Griffin, spotting self indulgent smile. "That can't be good for our reputation."

Faragonda laughed in response. "Well, maybe some day Alfea will be saved by witches."

Both Faragonda and Griffin laughed.

"But not all of the credit goes for the fairies," said Faragonda. "From what I heard, Lucy did a great job as well."

"So did Mirta," sighed Griffin. "That girl is tougher than I imagined. Now I regret of letting her go. She wasn't such a bad witch."

Griffin didn't know that, if it wasn't for Mirta, the fate of Cloud Tower as well as the witches would be much, much worse. Faragonda then asked the obvious.

"Do you know who's behind this?"

Griffin shook her head in response.

"The last thing I remember is that I was opening a letter, and suddenly everything turned black. I still had periods of consciousness in which I could help the girls, but that's all."

"We should investigate this," said Faragonda. "Whoever did this is still there."

"Of course," said Griffin. "Besides, I'm sure that your girls will be...more than helpful."

"Let them rest a bit," replied Faragonda. "They earned a well deserved break."

A young specialist walked towards Griffin.

"The last ship is about to leave," said the specialist.

"Alright," said Griffin. The specialist stood there, looking at her. "Do you want a medal or something?"

"We can't leave without you," explained the specialist shyly.

"I'm not going. I'm just fine."

"Are you insane?" asked Fargonda in shock. "You've been possessed by one of the most dreadful beings in this world, and being beaten up almost to death. You have to go."

"Okay, okay!" said Griffin in defeat. "If that's going to save me from you lecturing me again..."

"You're only angry because you know that I'm right," said Faragonda with a smirk.

"Like always," said Griffin as he got onto the ship.

"Hey."

"Yes?"

"I'm happy to see that you're safe and sound."

"I'm happy to see that I'm safe too."

Witch and fairy smiled at each other. The Red Fountain ship closed its doors, and left the school.

…

At this time of the year, Alfea was very silent, since most of the fairies already left for the summer vacations, with the exception of a selected few that stayed there to study for some subjects they didn't pass yet.

Sitting alone on a bench, Mirta was looking at the sunset. She always liked to see the sunset from Alfea's schoolyard. For some reason, it made her feel good. After all the things she went through, she just wanted to relax.

A lot of thoughts filled her head. Until Faragonda told her, she didn't realize that what she did was her very first mission as a full fairy. It was kinda ironic that she got to save a school that hated her. But it wasn't so ironic to think that she also saved her best friend in the process.

Speaking of which, in that moment Mirta saw Lucy crossing Alfea's gates. Mirta sprang to her feet and rushed to greet Lucy.

"Lucy!" shouted Mirta.

"Hey, Mirta."

"They let you out of the hospital this soon?"

"Of course. Come on, like a bunch of monsters, two near indestructible black nights and a cosmic horror would be enough to take me down. I thought you knew me better than that, Mirta!"

Both girls laughed in unison.

"Do you know how are Griffin and the other witches?" asked Mirta.

"They're fine too," said Lucy. "Cloud Tower will open its doors for the next semester like every year."

"I'm glad to hear that."

Both girls sat down on the bench, and looked at the sunset, silent, until Lucy broke the silence.

"They're going to start an investigation to uncover who's behind that." said Lucy. "And they want us to take part."

"I don't think that I've got enough energies left for another trip," said Mirta. "And I think that you should take a break as well."

"I don't mean now," clarified Lucy. "People from the three schools will be involved, and they want us. They'll probably choose your fairy friends as well."

"In that case, count me in." said Mirta.

They didn't speak for some time.

"I've realized that I didn't tell you this yet," said Lucy. "But...thank you."

Mirta smiled. "That's not necessary. We're friends after all, remember?"

Friends. That word still sound odd to Lucy. She used to mocked at Mirta and her 'Power of Friendship'. She was taught that witches didn't need friends. That they shouldn't trust anybody, since they could betray them. But Mirta went to hell and back to save her. It was hard to believe that Mirta could do such a thing. If it wasn't for Mirta, and their friendship, God knows what would have been of Cloud Tower and all the witches in it.

"Well, I gotta go," said Lucy, standing up. "After all this mess, there's a lot of work to do in Cloud Tower."

"I should pack my things, then." said Mirta. "Goodbye, Lucy."

"Goodbye, Mirta," said Lucy, spotting a small smile. "Take care."

"You too."

Mirta saw Lucy leaving Alfea before going to her bedroom one last time. They both were happy to have each other.

…

Flora entered in Mirta's room since the door was opened. Much to her relief, she saw Mirta still packing.

"Mirta," said Flora.

"Oh, hi, Flora!" said Mirta. "I thought that you already left."

"I wouldn't leave without saying goodbye to you," smiled Flora.

"You know, Flora," Mirta began. "Sometimes I wonder what would happen if you didn't come with me to Cloud Tower. Thank you. Thank you so much."

"It's alright," said Flora.

Flora helped Mirta to finish packing, and left the main building. Mirta then stopped, and looked at Alfea one more time.

"I'm going to miss this place." said Mirta.

"I know how you feel," said Flora. "But think in all the things you take with you from this place, all your experiences, friends,adventures...even though you may not study here anymore, Alfea will always be part of you - part of us."

Mirta nodded. Flora was right. She then looked at the night sky. Somewhere out there, a looming evil threatened them from the shadows. The same evil that took over Cloud Tower. She'll probably have to face said evil sooner or later.

"Mirta?" asked Flora. "Everything's okay?"

Mirta snapped, turned at Flora, and smiled.

"Yes, Flora. Everything's fine." said Mirta.

However, Mirta wasn't scared, because she wasn't alone. And she will never be alone again.

**The End.**


End file.
